Common use of Casualty Damage Clause in Contracts

Casualty Damage. If there occurs any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. If there occurs the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project and: (i) insurance proceeds are unavailable Project, Landlord, in Landlord's sole judgment, elects not to Landlord repair or are insufficient to restore the Project to substantially its pre-casualty conditionrebuild such damaged areas; or (iic) more less than 30% one (1) year remains in the Lease Term at the time of any damage to the total area of the Building is damagedProject, Landlord then Landlord, at Landlord's sole option, shall have the right to terminate this Lease and all Lease, regardless of whether the unaccrued obligations of the parties hereto, Premises are affected by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after In such notice is given to Tenant. If there occurs any casualty event, all Rent owed up to the Premises and: date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iix) the Premises is rendered Untenantable by fire or any other casualty occurs during which is not caused by the last 12 months fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the Term, Landlord and Tenant shall each have repairs within the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party Premises which are within 60 Landlord's Repair Obligations within two hundred forty (240) days after the date of such that casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is as reasonably estimated by Landlord; and (z) Landlord has not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Lease, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior delivering written notice to Landlord within 30 thirty (30) days after such estimated date receipt of completionwritten notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, provided this Lease shall remain in full force and effect and then Tenant shall no longer be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease if Landlord delivers possession as the result of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Leasesuch casualty, then Landlord shall use commercially commence and proceed with reasonable efforts diligence to cause restore the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior Premises to the damageextent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with commercially reasonable speed and diligence, subject the provisions of Section 5.1 above. In no event shall Landlord have the obligation to delays that may arise by reason of adjustment expend for the restoration or repair of the loss under Project an amount in excess of the insurance policiesproceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, Laws, all costs and Force Majeure Eventsexpenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage any casualty or the repair thereof. Notwithstanding or restoration work made necessary by the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result occurrence of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisescasualty.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after commencement, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of the Building is damaged, Landlord shall have the right any damage to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty property is not fully covered by Landlord’s insurance policies; (assuming normal work crews not engaged in overtime); or (iiiii) the casualty damage occurs during the last 12 months of the Term; or (iv) any owner, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations other than Landlord, of any damaged portion of the parties hereto, by sending written notice of Project does not intend to repair such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termdamage. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements. If the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date for completion of the repair demand. No Casualty and no restoration work (subject performed as required hereunder shall render Landlord liable to extension for delays caused solely by Tenant, constitute a constructive eviction, or excuse Tenant and Force Majeure Events)from any obligation hereunder; provided, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionhowever, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease that if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of or any Common Area necessary for Tenant’s termination notice. If there occurs any casualty access to the Premises and neither party terminates this Leaseis damaged by a Casualty, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damagethen, with commercially reasonable speed and diligenceduring any time that, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part such portion of the Premises.

Casualty Damage. A. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that in Landlord's reasonable judgment, substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall be required (whether or not the Premises has been damaged by such casualty) or in the event Landlord will not be permitted by applicable law to rebuild the Building in substantially the same form as existed prior to the fire or casualty or in the event the Premises has been materially damaged and there is damagedless than one (1) year of the Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice termination shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day effective as of the Term. If this Lease is not terminated pursuant date of fire or casualty, with respect to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion any portion of the repair Premises that was rendered untenantable, and restoration work (subject the effective date of termination specified in Landlord's notice, with respect to extension for delays caused solely by Tenant and Force Majeure Events)any portion of the Premises that remained tenantable. In addition to Landlord's rights to terminate as provided herein, then Tenant shall have the right to terminate this Lease if: (1) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior fire or other casualty and such damage cannot reasonably be repaired within sixty (60) days after the date of such fire or other casualty; (2) there is less than one (1) year of the Lease Term remaining on the date of such casualty; (3) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (4) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 thirty (30) days after such estimated the date of completionthe fire or other casualty. If neither Landlord nr Tenant elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease Lease) located within the Premises, if any, which Landlord has insured to substantially the same condition they were in immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the Leasehold Improvements, if any, shall remain in full force not require Landlord to expend for such repair and effect restoration work more than the insurance proceeds actually received by the Landlord as a result of the casualty. When repairs to the Premises have been completed by Landlord, Tenant shall complete the restoration or replacement of all Tenant's Property necessary to permit Tenant's reoccupancy of the Premises, and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of Tenant's ability to pay such costs prior to Landlord's commencement of repair and restoration of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated on a per diem basis during the period (if any) during which Tenant is time and to the extent any damage to the Premises causes the Premises to be rendered untenantable and not reasonably able to use used by Tenant. If the Premises or an applicable any other portion thereof as a result of the Building is damaged by fire or other casualty resulting from the negligence of Tenant or any Tenant Related Parties, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable (except to the extent Landlord is entitled to be reimbursed by the proceeds of any rental interruption insurance), and Tenant shll be liable to Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such casualtycost and expense is not covered by insurance proceeds. Landlord and Tenant shall have no right hereby waive the provisions of any law from time to terminate this time in effect during the Lease as a result Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by reason of fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending upon written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 10 days after receipt of the Completion Estimate. In addition, Tenant, by notice to Landlord within 10 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other partyCompletion Estimate, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of completionthe Casualty; and (2) the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 90 days from the date the repair is started. Tenant, provided this Lease however, shall remain in full force and effect and Tenant shall no longer not have the right to terminate this Lease if Landlord delivers possession the Casualty was caused by the gross negligence or intentional misconduct of Tenant or any Tenant Related Parties, regardless of anything in the Premises foregoing to the contrary. Landlord, by notice to Tenant within 30 90 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment date of the loss under insurance policiesCasualty, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant also shall have no the right to terminate this Lease as a result of any damage or destruction if: (1) the Premises have been materially damaged and there is less than 2 years of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part Term remaining on the date of the Premises, and Casualty; (2) any Law with respect Mortgagee requires that the insurance proceeds be applied to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part payment of the Premisesmortgage debt; or (3) a material uninsured loss to the Building occurs.

Casualty Damage. Tenant shall give immediate written notice to Landlord of any damage caused to or suffered by the Premises or the Project. Tenant shall be responsible for any subsequent waste which may occur to the Premises or the Project in the event Tenant fails to timely notify Landlord of any damage to the Premises or the Project. If there occurs the Premises or the Project are totally destroyed, or so partially damaged such that Tenant's use of the Premises is materially interfered with, from a risk which is wholly covered by insurance proceeds made available to Landlord for such purpose, Landlord shall proceed with reasonable diligence to repair the damage or destruction, and the Lease shall not terminate; provided, however, that if in the opinion of Landlord's architect the Project or repairs cannot reasonably be completed within 180 days after the date of Landlord's actual knowledge of such damage, either party may at its election terminate the Lease by delivering written notice of said election to the other party, in which event the rent payable for any casualty unexpired portion of the Lease shall be abated, effective upon the date such damage occurred. If the Premises or the Project are substantially damaged, in such a way that Tenant's use of the Premises is materially interfered with, from a risk not wholly covered by insurance made available to Landlord for repair or reconstruction, Landlord may terminate the Lease by delivering written notice of said termination to Tenant, in which event all rights and obligations under the Lease shall cease and terminate, effective upon the date such damage occurred, except any liability of Tenant accruing prior to the Lease being terminated. If the Premises or the Project are substantially damaged during the final 24 months of the Term or any renewal Term, Landlord shall not be required to rebuild or repair the damage to the Project and: (i) insurance proceeds are unavailable to or the Premises unless Tenant exercises a renewal option, if any, within 15 days after the date of receipt by Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of Tenant's notification of the total area occurrence of the Building damage. If Tenant does not elect to exercise its renewal option, or if there is damagedno previously unexercised renewal option contained within the Lease, Landlord shall have the right option to terminate this Lease the Lease, and all rent shall be abated for the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months unexpired portion of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after effective upon the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termdamage occurred. If this the Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Leasepreceding paragraphs, then Landlord shall proceed immediately and shall use commercially reasonable efforts diligence to cause rebuild or repair the damage Project and the Premises to be repaired (exclusive of Tenant’s Property) to a substantially the condition as nearly as practicable to that existing in which they existed prior to the damage; provided, with commercially reasonable speed and diligencehowever, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance required to Tenant or Tenant Indemniteesrebuild, injury to Tenant’s businessrepair, or pain and sufferingreplace any part of the partitions, resulting fixtures, additions, or other improvements or personal property required to be covered by Tenant's insurance described in any way from such damage article XI above. If the Premises is untenable, in whole or the repair thereof. Notwithstanding the foregoingin part, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able beginning on the date such damage occurred, and ending on the date of substantial completion of Landlord's repair or restoration work, then, under such circumstances, the rent for such period shall be reduced to use such extent as may be fair and reasonable under the circumstances, as determined by that portion of the Premises or an applicable portion thereof as a result which may reasonably be utilized by Tenant. Except for abatement of such casualty. rent, Tenant shall have no right claim against Landlord for any loss suffered by Tenant due to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, Project or destruction of, all or any part of the Premises, and or for any Law with respect to work or repair undertaken by Landlord as the result of any rights or obligations concerning such damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisesdestruction.

Casualty Damage. If there occurs the Premises or any part thereof shall be damaged --------------- by fire or other casualty, Lessee shall give prompt written notice thereof to Lessor. In case the Building shall be so damaged by fire or other casualty to the Project and: (i) insurance proceeds are unavailable to Landlord that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building is damagedshall, Landlord in Lessor's reasonable opinion, be required (whether or not the Premises shall have the right to been damaged by such fire or other casualty), Lessor may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Lessee in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: sixty (i60) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice damage, in which event the Rent shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day abated as of the Termdate of such damage. If this Lease is Lessor does not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right elect to terminate this Lease by sending at least 30 days’ prior written notice to Landlord or substantial alteration or reconstruction of the Building is not required, Lessor shall within 30 sixty (60) days after such estimated the date of completion, provided this Lease such damage commence to repair and restore the Building and shall remain in full force and effect and Tenant proceed with reasonable diligence to restore the Building (except that Lessor shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to not be repaired (exclusive of Tenant’s Propertyresponsible for delays outside its control) to a substantially the same condition as nearly as practicable to that existing in which it was immediately prior to the happening of the casualty, except that Lessor shall not be required to rebuild, repair, or replace any part of Lessee's furniture, furnishings or fixtures and equipment removable by Lessee or any improvements installed by Lessee under the provisions of this Lease. If the Premises are substantially damaged or impaired by fire or other casualty as reasonably determined by Lessor, and the Premises cannot be restored within one hundred eighty (180) days after the date of such damage, with commercially reasonable speed and diligence, subject Lessee may terminate the Lease. Lessor shall not in any event be required to delays that may arise by reason of adjustment spend for such work an amount in excess of the loss under insurance policiesproceeds, Lawswithout regard to any deductible actually received by Lessor as a result of the fire or other casualty, and Force Majeure Eventsunless caused by the gross negligence or willful misconduct of Lessor or Lessor's representative. Landlord Lessor shall not be liable for any inconvenience or annoyance to Tenant or Tenant IndemniteesLessee, injury to Tenant’s businessthe business of Lessee, loss of use of any part of the Premises by the Lessee or pain and suffering, loss of Lessee's personal property resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Lessee's Rent and Additional Rent all other payment obligations hereunder shall be equitably adjusted proportionately reduced based upon the extent to which damages or abated during repairs prevent Lessee from the period (if any) during which Tenant is not conduct of its business at the Premises, as reasonably able to use determined by Lessor. If the Premises or an applicable any other portion thereof as a result of the Building be damaged by fire or other casualty resulting from the fault or negligence of Lessee or any of Lessee's agents, employees, or invitees, the Rent shall not be diminished during the repair of such casualty. Tenant damage and Lessee shall have no right be liable to terminate this Lease as a result of any damage or destruction Lessor for the cost and expense of the Premises, except repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Except as expressly otherwise provided in this Section. The Xxxxxxxxx 00, Xxxxxx hereby waives the provisions of this LeaseSections 1932(2.), including this Section1933(4.), constitute an express agreement between Landlord 1941 and Tenant with respect to any and all damage to, or destruction of, all or any part 1942 of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesCalifornia Civil Code.

Casualty Damage. If there occurs 16.01 If, as a result of fire or other casualty (each, a “Casualty”), all or any casualty portion of the Premises becomes untenantable or inaccessible, Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord with a written estimate of the amount of time required, using standard working methods, to substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Project and: Premises (i) insurance proceeds are unavailable to “Completion Estimate”). Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% shall promptly forward a copy of the total area Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date of the Building is damagedCasualty (when such repairs are made without the payment of overtime or other premiums), Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within ten (10) days after Landlord’s delivery of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination delivered to the other party Tenant within 60 ninety (90) days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other partyCasualty, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease if the Building or Property shall be damaged by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionCasualty, provided this Lease shall remain in full force whether or not the Premises are affected, and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession one or more of the Premises to Tenant within 30 days after following conditions is present: (1) in Landlord’s receipt reasonable judgment, repairs cannot reasonably be completed within two hundred seventy (270) days from the date the repairs are started (when such repairs are made without the payment of Tenant’s termination notice. If there occurs overtime or other premiums); (2) any casualty Mortgagee requires that the insurance proceeds or any portion thereof be applied to the Premises payment of the mortgage debt; (3) the damage is not fully covered by Landlord’s insurance policies and neither party terminates this Lease, then deductible amounts; (4) Landlord decides to rebuild the Building or Common Areas so that they will be substantially different structurally or architecturally (provided Landlord shall use commercially reasonable efforts to cause terminate all leases in the Building which are similarly affected); or (5) the damage to be repaired occurs during the last twelve (exclusive of Tenant’s Property12) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment months of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesTerm.

Casualty Damage. If there occurs With reasonable promptness after discovering any casualty damage to the Project and: Premises (i) insurance proceeds are unavailable other than trade fixtures), or to Landlord the Common Areas necessary for access to the Premises, resulting from any fire or are insufficient to restore the Project to substantially its pre-other casualty condition; or (ii) more than 30% of the total area of the Building is damageda “Casualty”), Landlord shall have the right to terminate this Lease and all the unaccrued obligations notify Tenant of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgmentestimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the repair and restoration work would require more than 210 consecutive Landlord Repairs cannot be substantially completed within 270 days to complete after the casualty Casualty (assuming normal work crews not engaged in overtime); or (ii) or, if the casualty damage occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date Casualty), either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such casualtyestimate. Such notice shall specify a termination date not fewer than 30 nor more than Within 90 days after such notice is given discovering any damage to the other partyProperty resulting from any Casualty, but in no event shall the termination date Landlord may terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be after the last day of the Termused to pay any mortgage debt; or (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies (excluding commercially reasonable deductible amounts). If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (other than trade fixtures) and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date demand. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for completion Tenant’s access to the Premises is damaged by a Casualty, then, during any time that, as a result of such damage, any portion of the repair Premises is untenantable or inaccessible and restoration work is not occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises. If Landlord does not substantially complete the Landlord Repairs on or before the Outside Restoration Date (subject to extension for delays caused solely by Tenant and Force Majeure Eventsdefined below), then then, provided that the casualty was not caused by the negligence or intentional misconduct of Tenant shall have the right to or any Tenant Party, Tenant may terminate this Lease by sending at least 30 days’ prior written notice to notifying Landlord within 30 ten (10) days after such estimated the Outside Restoration Date. As used herein, “Outside Restoration Date” means the date occurring sixty (60) days after the later of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have (a) the right to terminate this Lease if Landlord delivers possession expiration of the Premises to Tenant within 30 time set forth in the Completion Estimate, or (b) the date occurring two hundred seventy (270) days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty the Casualty; provided, however, that the Outside Restoration Date shall be extended to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause extent any unreasonable delay in the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment substantial completion of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Repairs is caused by Tenant or any Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereofParty. Notwithstanding the foregoing, Tenant’s obligation if Landlord determines in good faith that it will be unable to pay Fixed Rent substantially complete the Landlord Repairs on or before the Outside Restoration Date, Landlord may cease its performance of the Landlord Repairs and Additional Rent shall be equitably adjusted or abated during notify Tenant (the period (if any“Restoration Date Extension Notice”) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualtyinability, which Restoration Date Extension Notice shall set forth the date on which Landlord reasonably believes such substantial completion will occur. Upon receiving the Restoration Date Extension Notice, Tenant shall have no right to may terminate this Lease as a result of any damage or destruction of by notifying Landlord within ten (10) days after receiving the PremisesRestoration Date Extension Notice. If Tenant does not terminate this Lease within such ten (10) day period, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect the Outside Restoration Date automatically shall be amended to any and all damage to, or destruction of, all or any part of be the Premises, and any Law with respect to any rights or obligations concerning damage or destruction date set forth in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesRestoration Date Extension Notice.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage; provided, however, that Landlord and Tenant shall each have the right to may not terminate this Lease and pursuant to this sentence unless the Premises have been materially damaged or Landlord also exercises all the unaccrued obligations rights it may have acquired as a result of the parties hereto, by sending written notice Casualty to terminate any other leases of such termination space in the Building (to the other party within 60 days after the date of extent such casualty. Such notice shall specify a leases provide Landlord with termination date not fewer than 30 nor more than 90 days after rights comparable to those found herein with respect to such notice is given to the other party, but in no event shall the termination date be after the last day of the TermCasualty). If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (other than trade fixtures) and any Common Area or restoration work portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date for completion demand. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or portion of the repair and restoration work (subject Base Building necessary for access to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession or tenantability of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs is damaged by a Casualty, then, during any casualty to the Premises and neither party terminates this Leasetime that, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is inaccessible or untenantable and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part such portion of the Premises.

Casualty Damage. If there occurs any casualty to In the Project and: event twenty-five percent (i25%) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area less of the Building is damagedshall be destroyed or rendered untenantable, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties heretoeither wholly or in part, by sending written notice of such termination to Tenant within 60 days after such fire or other casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to , and the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Leaseunaffected, then Landlord shall use commercially reasonable efforts restore the Building to cause the damage to be repaired (exclusive of Tenant’s Property) to a as near its previous condition as nearly as practicable is reasonably possible, provided that sufficient insurance proceeds are available to that existing prior Landlord to pay the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason cost of adjustment of the loss under insurance policies, Lawsrestoration, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (provided further that if any) during which Tenant is not reasonably able to use the Premises are unaffected by the fire or an applicable portion thereof as a result of such other casualty. Tenant , Landlord shall have no right to terminate this Lease. In the event more than twenty-five percent (25%) of the Building or any portion of the Premises shall be destroyed or rendered untenantable, either wholly or in part, by fire or other casualty, Landlord may, at its option, restore the Building or Premises to as near their previous condition as is reasonably possible and in the meantime the Rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the whole thereof, provided, such abatement shall apply only to the extent the Premises are untenantable for the purposes permitted under this Lease and not used by Tenant as a result thereof. Except as provided above, unless Landlord, within twenty (20) days after the receipt of any damage or destruction insurance proceeds on account of the Premisescasualty, except as expressly provided shall notify Tenant of its election to so restore, this Lease shall thereupon terminate and end, provided, if in this Section. The provisions of this LeaseLandlord’s reasonable estimation the Premises cannot be restored within one hundred eighty (180) days following such destruction, including this Section, constitute an express agreement between Landlord shall notify Tenant and Tenant with respect may terminate this Lease (regardless of Landlord’s intent to any and all damage torestore) by delivery of notice to Landlord within thirty (30) days of Landlord’s notice. Such restoration by Landlord shall not include replacement of furniture, equipment, or destruction of, all or any other items that do not become part of the PremisesBuilding or any improvements to the Premises in excess of those provided for in the allowance for building standard items. Tenant agrees that the abatement of Rent as provided above shall be Tenant’s sole and exclusive recourse in the event of such damage, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and Tenant waives any other statute rights Tenant may have under applicable Law to perform repairs or regulation, now terminate the Lease by reason of damage to the Building or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 210 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last lest 12 months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage; provided, however, that Landlord and Tenant shall each have the right to may not terminate this Lease and pursuant to this sentence unless the Premises has been materially damaged or Landlord also exercises all the unaccrued obligations rights it may have acquired as a result of the parties hereto, by sending written notice Casualty to terminate any other similarly situated leases of such termination to space in the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the TermBuilding. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements and trade fixtures, and if the estimated or actual cost of restoring any Tenant-Insured Improvements and trade fixtures exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date for completion of the repair demand. No Casualty and no restoration work (subject performed as required hereunder shall render Landlord liable to extension for delays caused solely by Tenant, constitute a constructive eviction, or excuse Tenant and Force Majeure Events)from any obligation hereunder; provided, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionhowever, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease that if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of or any Common Area necessary for Tenant’s termination notice. If there occurs any casualty access to the Premises and neither party terminates this Leaseis damaged by a Casualty, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damagethan, with commercially reasonable speed and diligenceduring any time that, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part such portion of the Premises.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 180 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not substantially covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the Term; or (v) any owner, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations other than Landlord, of any damaged portion of the parties hereto, by sending written notice of Project does not intend to repair such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termdamage. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date for completion of the repair demand. No Casualty and no restoration work (subject performed as required hereunder shall render Landlord liable to extension for delays caused solely by Tenant, constitute a constructive eviction, or excuse Tenant and Force Majeure Events)from any obligation hereunder; provided, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionhowever, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease that if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of or any Common Area necessary for Tenant’s termination notice. If there occurs any casualty access to the Premises and neither party terminates this Leaseis damaged by a Casualty, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damagethen, with commercially reasonable speed and diligenceduring any time that, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part such portion of the Premises.

Casualty Damage. If there occurs With reasonable promptness after discovering any casualty damage to the Project and: Premises, or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damageda “Casualty”), Landlord shall have the right to terminate this Lease and all the unaccrued obligations notify Tenant of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgmentestimate (based upon a written estimate from Landlord’s contractor) of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews Landlord Repairs cannot engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party be substantially completed within 60 270 days after the date of Casualty, either party may terminate this Lease upon 45 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such casualtyestimate. Such notice shall specify a termination date not fewer than 30 nor more than Within 90 days after such notice is given discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other partythan deductibles with respect to earthquake damage), but except in no event shall a circumstance in which such shortfall results from Landlord’s breach of its obligations under Section 10.6(b) hereof; (iii) Landlord decides to rebuild the termination date Building or Common Areas so that it or they will be after substantially different structurally or architecturally; (iv) the damage occurs during the last day months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage; provided, however, that Landlord may not terminate this Lease pursuant to this sentence unless Landlord also exercises all rights it may have acquired as a result of the Casualty to terminate any other leases of space in the Building. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements. If the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date for completion of the repair demand. No Casualty and no restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant performed as required hereunder shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to render Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, constitute a constructive eviction, or pain and sufferingexcuse Tenant from any obligation hereunder; provided, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoinghowever, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (that if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof any Common Area necessary for Tenant’s access to (or parking for) the Premises is damaged by a Casualty, then, during any time that, as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part such portion of the Premises.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (icollectively a “Casualty”), Landlord, with reasonable promptness but not later than sixty (60) insurance proceeds are unavailable days from the date of such casualty, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building is damagedPremises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot reasonably be substantially completed within 270 days from the date of the Casualty, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the gross negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than two (2) years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building occurs. If this Lease is In addition, in the event that the Premises and the Common Areas are not terminated pursuant Substantially Completed within 270 days from the date the Casualty occurred, subject to this paragraph and Landlord fails reasonable delays (not to complete the repair exceed sixty (60) days) for insurance adjustment or restoration work within 90 days after other matters beyond Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)reasonable control, then Tenant shall have the right to terminate this Lease by sending at least upon 30 days’ prior written days advance notice to the Landlord within 30 given at any time subsequent to 270 days (plus a period of up to sixty (60) days set forth above, if applicable) after such estimated the date of completion, the Casualty but prior to such Substantial Completion; provided this Lease shall remain in full force and effect and Tenant shall no longer have that if the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing Common Areas Substantially Complete prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason expiration of adjustment such 30-day period then said notice of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent termination shall be equitably adjusted of no force or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. If there occurs any casualty to In the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% event of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises by fire or any other casualty, this Lease shall not be terminated, but the Premises shall be promptly and fully repaired or restored, as the case may be, to substantially the same condition as existed prior to such fire or other casualty, by Landlord at its own cost and expense in an amount not to exceed the amount of insurance proceeds available. Due allowance, however, 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 for strikes, national emergencies and other conditions beyond the control of Landlord. It is agreed that in any of the aforesaid events, this Lease shall continue in full force and effect, but if the condition is such so as to make the entire Premises untenantable for practical use for Tenant’s purposes, then the Rent which Tenant is obligated to pay hereunder shall xxxxx 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 prorated. If the Premises are partially damaged or destroyed but the Tenant can still make practical use of the balance of the Premises; then during the period that Tenant is deprived of the use of the damaged portion of said Premises, except Tenant shall be required to pay Rent covering only that part of the Premises that it is able to occupy, based on that portion of total rent which the amount of square foot area remaining that can be occupied bears to the total square foot area of all the Premises covered by this Lease. In the event that twenty five per cent (25%) or more of the Premises are damaged or destroyed by fire or other casualty so as expressly provided in this Section. The provisions to be untenantable for practical use for Tenant’s purposes and it shall require more than one hundred eighty (180) days for Landlord to substantially complete restoration of same as reasonably concurred on by Tenant, then either party hereto upon written notice delivered within thirty (30) days of the fire or other casualty to the other party may terminate this Lease, including this Sectionin which case the Rent shall be apportioned and paid to the date of said fire or other casualty. Subject to the foregoing, constitute an express agreement between Landlord and Tenant with respect to any and all damage tono compensation, or destruction ofclaim, all or diminution of Rent will be allowed or paid, by Landlord, by reason of consequential damages, inconvenience, annoyance, or injury to business, arising from the necessity of repairing the Premises or any part portion of the PremisesBuilding of which they are a part, and any Law with respect to any rights or obligations concerning damage or destruction in however the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisesnecessity may occur.

Casualty Damage. If there occurs During the term hereof, if the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged by fire or other casualty to that substantial alteration or reconstruction of the Project and: Building shall be required, (i) if the Premises have been materially damaged and there is less than one (1) year of the Term remaining on the date of the casualty, or (ii) if insurance proceeds in excess of $500,000 are unavailable to Landlord or are insufficient to restore for the Project to substantially its pre-casualty condition; or (ii) more than 30% repair of the total area of the Building is damagedBuilding, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, term and estate hereby granted by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: sixty (i60) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice damage, in which event the Rent shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day abated as of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the such damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenantwith respect to clause (ii) of the preceding sentence, by providing written notice to Landlord (the “Election Notice”) within 10 days following the date Landlord notifies Tenant of Landlord’s obligation determination that a casualty results in a material uninsured loss in excess of $500,000 (and which notice Landlord shall provide to Tenant within a reasonable period of time following Landlord’s determination thereof), Tenant may elect to pay Fixed Rent the entire shortfall of all costs and Additional Rent shall be equitably adjusted or abated during expenses directly related to the period restoration of the Building in accordance with the terms of this Lease in excess of $500,000 (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result “Restoration Funds”), and, following Landlord’s receipt of such casualty. Tenant the Restoration Funds, Landlord shall have no right to terminate this Lease. If the Premises are damaged by fire or other casualty and Landlord does not elect to terminate the Lease or is not entitled to terminate the Lease pursuant to its terms, then Tenant shall have the option to terminate the Lease if the Premises are not reasonably expected to be fully restored by Landlord to their prior condition within three hundred sixty-five (365) days after the damage, as a result reasonably determined by Landlord, which determination Landlord shall make within thirty (30) days after the date of any such damage and shall notify Tenant thereof within such thirty (30) day period, or destruction if the Premises are not actually fully restored by Landlord to their prior condition within three hundred ninety-five (395) days after the damage. If Tenant intends to terminate this Lease pursuant to the immediately preceding sentence, Tenant shall provide written notice to Landlord within thirty (30) days after written notice from Landlord of Landlord’s determination that the Premises are not reasonably expected to be fully restored within such three hundred sixty-five (365) day period or within fifteen (15) days after the expiration of such three hundred ninety-five (395) period, as the case may be. If neither party terminates the Lease, Landlord shall, within sixty (60) days after the date of such damage, commence to repair and restore the Building and shall proceed with reasonable diligence to restore the Building (except that Landlord shall not be responsible for delays outside its control) to substantially the same condition in which it was immediately prior to the happening of the Premisescasualty, except as expressly provided in this Section. The that Landlord shall not be required to rebuild, repair or replace any part of Tenant’s furniture and furnishings or fixtures and equipment removable by Tenant under the provisions of this Lease, including this Section, constitute an express agreement between but such work shall not exceed the scope of the work done by Landlord in originally constructing the Building and the Landlord’s Work. Tenant with respect shall not be entitled to any compensation or damages from Landlord, and all damage toLandlord shall not be liable, or destruction of, all for any loss of the use of the whole or any part of the Premises, the Building, Tenant’s personal property, or any inconvenience or annoyance occasioned by such loss of use, damage, repair, reconstruction or restoration, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a diminution of Rent on a square footage basis during the time and to the extent the Premises are unfit or unavailable for occupancy. Subject to Section 19(h) of the Lease, if the Premises or any Law with respect other portion of the Building are damaged by fire or other casualty resulting from the negligence of Tenant or any of Tenant’s agents, employees, or invitees, Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. Landlord and Tenant each hereby specifically waives any and all rights each may have under any law, statute, ordinance or obligations concerning regulation to terminate the Lease by reason of casualty or damage to the Premises or destruction in the absence of an express agreement between the partiesBuilding, and any other statute or regulation, now or hereafter in effect, the parties hereto specifically agree that the Lease shall have no application to this Lease or any damage or not automatically terminate by law upon destruction to all or any part of the Premises.

Casualty Damage. If there occurs any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than thirty percent (30% %) of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 sixty (60) days after such casualty. Such notice shall specify a termination date not fewer than 30 thirty (30) nor more than 90 ninety (90) days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 twelve (12) months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 sixty (60) days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 thirty (30) nor more than 90 ninety (90) days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete Notwithstanding the repair foregoing, if the casualty was caused by the criminal act of Tenant or restoration work within 90 days after Landlord’s estimated date for completion any principal or officer of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Tenant, then Tenant shall have the no right to terminate this Lease by sending at least 30 days’ prior written notice due to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination noticecasualty. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within ninety (90) days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least thirty (30) days’ prior written notice to Landlord within thirty (30) days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s termination notice. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. 16.01. If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises (including the Initial Alterations to the extent paid for initially by Landlord) and any Common Areas necessary to provide access to the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 180 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building occurs. If this Lease is not terminated pursuant In addition to this paragraph and Landlord fails Landlord's right to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)terminate as provided herein, then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 2 years of the Term remaining on the date of such casualty; (c) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience fire or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such other casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Project and: Premises or the Common Areas (icollectively a "Casualty"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord with a written estimate ("Completion Estimate") insurance proceeds are unavailable to Landlord or are insufficient to restore of the Project amount of time required, using standard working methods, to substantially its pre-casualty condition; complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Landlord's Restoration Work"). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If (a) the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days (or, in the case of a major Casualty affecting more than just the Building [such as, for example, a hurricane], 365 days) from the date the repair is started or (iib) more the Premises have been materially damaged and there is less than 30% 2 years of the total area Term remaining on the date of the Building is damagedCasualty, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after Xxxxxx's receipt of the parties heretoCompletion Estimate, by sending written notice in the case of such termination to Tenant clause (a), and within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months date of the TermCasualty, Landlord and Tenant in the case of clause (b). Tenant, however, shall each not have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the willful misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other partyCasualty, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionif: (1) the Property or the Building shall be damaged so that, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession Landlord's reasonable judgment, substantial alteration or reconstruction of the Property or the Building (as applicable) shall be required (whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs rebuild the Property or the Building in substantially the same form as existed before the fire or casualty; (3) any casualty Mortgagee requires that the insurance proceeds be applied to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause payment of the damage to be repaired mortgage debt; or (exclusive of Tenant’s Property4) to a condition as nearly as practicable to that existing prior material uninsured loss to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience Building or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisesoccurs.

Casualty Damage. 16.01. If there occurs all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Project and: Premises or the Common Areas (icollectively a “Casualty”), Landlord, with reasonable promptness (but in all events within 120 days following the date of the Casualty), shall cause a general contractor selected by Landlord to provide Landlord with a written estimate (“Completion Estimate”) insurance proceeds are unavailable to Landlord or are insufficient to restore of the Project amount of time required, using standard working methods, to substantially its pre-casualty condition; or (ii) more than 30% complete the repair and restoration of the total area shell and core of the Building is damagedand any Common Areas necessary to provide access to the Premises (“Landlord’s Restoration Work”), provided to the extent Tenant has elected to perform the work regarding or assume responsibility for the Security System, Parking Deck, Lobby, Cafeteria, Fitness Center and Concrete Pads as described in Sections 7.06(a) and 9.04 of this Lease and Sections VI and VI in Exhibit F, restoration of the Security System, Parking Deck, Lobby, Cafeteria, Fitness Center and Concrete Pads, as the case may be, shall not be deemed part of Landlord’s Restoration Work, provided, however, to the extent Landlord’s insurance required to be carried pursuant to Section 14.03 covers any portions of the Security System, Parking Deck, Lobby, Cafeteria, Fitness Center and/or Concrete Pads, Landlord shall nevertheless make available and pay over to Tenant any casualty insurance proceeds received by Landlord, if any, covering such portions, for use by Tenant in the restoration of any of such items. Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If (a) the Completion Estimate indicates that Landlord’s Restoration Work cannot be substantially completed within 17 months from the date of the Completion Estimate, or (b) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of the Casualty, then either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending upon written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 30 days after Tenant’s receipt of the Completion Estimate, in the case of clause (a), and within 90 days after the date of such casualtythe Casualty, in the case of clause (b). Such notice Tenant, however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession the Casualty was caused by the negligence or willful misconduct of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to any Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises (including all permanent improvements located therein) ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building occurs. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior Casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of the Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession Tenant's receipt of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsCompletion Estimate. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease pursuant to this Section 16.01 unless it also terminates the leases of all similarly affected office tenants in the Building. In determining whether other tenants are similarly affected, Landlord shall be entitled to consider all relevant factors such as a result the extent of any damage or destruction damage, the time to rebuild, the availability of insurance proceeds and the rights of the Premisestenants in question to impose penalties upon Landlord (including the right to terminate) if the repairs are not completed within a specified period of time. However, except as expressly provided Landlord shall not be entitled to consider the rental rates payable under the leases in this Section. The provisions question in its determination of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect whether to any and all damage to, terminate or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisesrebuild.

Casualty Damage. 18.1 If there occurs all or any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% part of the total area Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a portion of the Building Premises is damagedrendered untenantable as a result of a fire or other casualty, the Rent shall xxxxx for the portion of the Premises that is untenantable and not used by Tenant. Landlord shall have the right to terminate this Lease and all if: (1) the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to Property or the Premises and: (i) shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of the repair Property not covered by insurance (exclusive of deductibles) shall be required (whether or not the Premises has been damaged) and restoration work Landlord is therefore terminating all leases in the Building (provided, that if Landlord failed to carry the insurance required under this Lease, and such insurance would require more have covered the damage this subsection (1) is not applicable); (2) Landlord is not permitted by Law to rebuild the Property or the Premises in substantially the same form as existed before the fire or casualty (in which event Tenant may also terminate this Lease); (3) the Premises have been materially damaged and there is less than 210 consecutive days to complete after 2 years of the Term remaining on the date of the casualty (assuming normal work crews not engaged in overtimeprovided, that if there are any unexercised options to renew remaining, Tenant has the right to invalidate such termination under this subsection (4) if Tenant exercises such option to renew within 90 days from notice of Landlord’s intent to terminate); or (ii4) any Mortgagee requires that such insurance proceeds be applied to the casualty occurs during the last 12 months payment of the Term, mortgage debt and Landlord and Tenant shall each have the right to terminate this Lease and is therefor terminating all the unaccrued obligations of Leases in the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualtyBuilding. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the may exercise its right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord notifying Tenant in writing within 30 90 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to casualty. If Landlord does not terminate this Lease if Lease, Landlord delivers possession of the Premises shall commence and proceed with reasonable diligence to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to repair and restore the Premises and neither party terminates this Leasethe Leasehold Improvements constructed by Landlord. Other than the Leasehold Improvements, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience loss or annoyance to Tenant or Tenant Indemnitees, injury damage to Tenant’s business, Property or pain and suffering, to the business of Tenant resulting in any way from such damage the fire or other casualty or from the repair thereofand restoration of the damage. Notwithstanding Landlord and Tenant hereby waive the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises, except as expressly Premises shall be those specifically provided in this SectionLease. The provisions of this LeaseZYMOGENETICS 1144 EASTLAKE LEASE PAGE 24 FEBRUARY 29, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.2008

Casualty Damage. If there occurs In the event of damage to or destruction of --------------- the Demised Premises caused by fire or other casualty, or any casualty such damage or destruction to the Project and: Building or the facilities necessary to provide services and normal access to the Demised Premises in accordance herewith, Landlord shall undertake to make repairs and restorations with reasonable diligence as hereinafter provided, unless this Lease has been terminated by Landlord or Tenant as hereinafter provided or unless any mortgagee which is entitled to receive casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the cost of such repairs and restoration. If (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building damage is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) nature or extent that, in Landlord’s 's or Tenant's reasonable judgment, the repair and restoration work would require more than 210 consecutive ninety (90) days to complete after the casualty would be required (assuming with normal work crews not engaged in overtime); and hours) to repair and restore the part of the Demised Premises or Building which has been damaged, or (ii) the casualty occurs during Demised Premises or the last 12 months of Building is so damaged that, in Landlord's reasonable judgment, it is uneconomical to restore or repair the Demised Premises or the Building, as the case may be, or (iii) less than one (1) year then remains on the current Lease Term, Landlord shall so advise Tenant promptly, and Tenant shall each have either party, in the right to terminate this Lease cases described in clauses (i) and all (iii) above, or Landlord, in the unaccrued obligations of the parties heretocase described in clause (ii) above, by sending written notice of such termination to the other party within 60 thirty (30) days after the date of any such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair damage or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant destruction shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after such estimated the date of completionsuch notice. In the event of fire or other casualty damage, provided this Lease shall remain is not terminated pursuant to the terms of this paragraph and is otherwise in full force and effect and Tenant effect, Landlord shall no longer have proceed diligently to restore the right to terminate this Lease if Landlord delivers possession of the Demised Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a substantially its condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment occurence of the loss under insurance policies, Laws, and Force Majeure Eventsdamage. Landlord shall not be liable for obligated to repair or restore any inconvenience alterations, additions, fixtures or annoyance equipment which Tenant may have installed (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Demised Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all costs as may be incurred by Landlord in connection therewith. Tenant shall, at its sole expense, insure the value of its leasehold improvements, fixtures, equipment and personal property located in or on the Demised Premises. If there are any such alterations, fixtures or additions and Tenant Indemniteesdoes not assure or agree to assure payment of the cost of restoration or repair as aforesaid, injury Landlord shall have the right to Tenant’s businessrestore the Demised Premises to substantially the same condition as existed prior to the damage excepting such alterations, additions or pain fixtures. The validity and suffering, resulting effect of this Lease shall not be impaired in any way from such damage by the failure of Landlord to complete repairs and restoration of the Demised Premises or of the Building within ninety (90) days after commencement of the work, even if Landlord had in good faith notified Tenant that the repair thereofand restoration could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration and provided, further, that in the event any such repairs delay Tenant from resuming its business at the Demised Premises for more than one hundred twenty (120) days after the date of casualty, for any reason, Tenant may terminate this Lease by giving written notice thereof to Landlord. Notwithstanding In the foregoingcase of damage to the Demised Premises which is of a nature or extent that Tenant's continued occupancy of all or a part of the Demised Premises is substantially impaired to the extent that Tenant cannot conduct its business therein, Tenant’s obligation to pay Fixed then the Rent and Additional Rent otherwise payable by Tenant hereunder shall be equitably abated or adjusted or abated during from the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result date of such casualty. Tenant shall have no right to terminate this Lease as a result casualty throughout the duration of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisessuch impairment.

Casualty Damage. 16.01. If there occurs all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Project and: Premises or the Common Areas (icollectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord with a written estimate (“Completion Estimate”) insurance proceeds are unavailable to Landlord or are insufficient to restore of the Project amount of time required, using standard working methods, to substantially its pre-casualty condition; complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises (“Landlord’s Restoration Work”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If (a) the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days (or, in the case of a major Casualty affecting more than just the Building [such as, for example, a hurricane], 365 days) from the date the repair is started or (iib) more the Premises have been materially damaged and there is less than 30% 2 years of the total area Term remaining on the date of the Building is damagedCasualty, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after Tenant’s receipt of the parties heretoCompletion Estimate, by sending written notice in the case of such termination to Tenant clause (a), and within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months date of the TermCasualty, Landlord and Tenant in the case of clause (b). Tenant, however, shall each not have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or willful misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other partyCasualty, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionif: (1) the Property or the Building shall be damaged so that, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession Landlord’s reasonable judgment, substantial alteration or reconstruction of the Property or the Building (as applicable) shall be required (whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs rebuild the Property or the Building in substantially the same form as existed before the fire or casualty; (3) any casualty Mortgagee requires that the insurance proceeds be applied to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause payment of the damage to be repaired mortgage debt; or (exclusive of Tenant’s Property4) to a condition as nearly as practicable to that existing prior material uninsured loss to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience Building or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisesoccurs.

Casualty Damage. If there occurs With reasonable promptness (and in any event, if structural damage has occurred then within 120 days, and otherwise within 30 days) after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or Building system necessary for access to or tenantability of the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 180 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 45 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the Term; or (v) any owner, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations other than Landlord, of any damaged portion of the parties hereto, by sending written notice of Project does not intend to repair such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termdamage. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (other than trade fixtures) and any Common Area or restoration work Building system necessary for access to or tenantability of the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date demand. Except to the extent Landlord may breach its obligations under this Section 11, no Casualty or restoration shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or Building system necessary for completion access to or tenantability of the repair Premises is damaged by a Casualty, then, during any time that, as a result of such damage, any portion of the Premises is inaccessible or untenantable and restoration work is not occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises. If Landlord does not substantially complete the Landlord Repairs by the Outside Restoration Date (subject to extension for delays caused solely by Tenant and Force Majeure Eventsdefined below), then Tenant shall have the right to may terminate this Lease by sending at least 30 days’ prior written notice to notifying Landlord within 30 15 days after such estimated date of completion, provided this Lease shall remain in full force the Outside Restoration Date and effect and Tenant shall no longer have before the right to terminate this Lease if Landlord delivers possession substantial completion of the Premises to Tenant within 30 Landlord Repairs. As used herein, “Outside Restoration Date” means the date occurring two (2) months after the later of (a) the expiration of the time set forth in Landlord’s estimate described in the first sentence of this Section 11, or (b) the date occurring 180 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty the date the Landlord Repairs are commenced; provided, however, that the Outside Restoration Date shall be extended to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause extent of (i) any delay caused by the damage to be repaired insurance adjustment process; (exclusive ii) any other delay caused by events of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, LawsForce Majeure, and Force Majeure Events. Landlord shall not be liable for (iii) any inconvenience or annoyance to delay caused by Tenant or Tenant Indemniteesany party claiming by, injury to through or under Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation if Landlord determines in good faith that it will be unable to pay Fixed Rent substantially complete the Landlord Repairs by the Outside Restoration Date, Landlord may cease its performance of the Landlord Repairs and Additional Rent shall be equitably adjusted or abated during provide Tenant with notice (the period (if any“Restoration Date Extension Notice”) during stating such inability and identifying the date on which Landlord reasonably believes such substantial completion will occur, in which event Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to may terminate this Lease as a result of any damage or destruction of by notifying Landlord within 10 business days after receiving the PremisesRestoration Date Extension Notice. If Tenant does not terminate this Lease within such 10-business day period, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect the Outside Restoration Date shall be automatically amended to any and all damage to, or destruction of, all or any part of be the Premises, and any Law with respect to any rights or obligations concerning damage or destruction date identified in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesRestoration Date Extension Notice.

Casualty Damage. (a) If there occurs all or any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% part of the total area Premises are damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or any portion of the Building Premises is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations rendered untenantable as a result of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice fire or other casualty (including if there is given to Tenant. If there occurs any casualty no reasonable access to the Premises and: (i) in Landlord’s reasonable judgmentas a result of any such fire or other casualty), the repair and restoration work would require more than 210 consecutive days to complete after Rent shall axxxx for the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months portion of the Term, Premises that is untenantable and not used by Tenant. Landlord and Tenant shall each have the right to terminate this Lease and all if (1) the unaccrued obligations Building shall be damaged such that more than 50% of the parties heretoBuilding that, in Landlord's reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged) and provided Landlord is using reasonable efforts to terminate all other leases in effect at the Building, provided that in no event shall Landlord have the right to terminate this Lease, under this Section 17(a)(1), if it intends to rebuild the Building and/or repair the damage so long as, on the date of the casualty, fifteen (15) years remain in the Term of this Lease, or, if fifteen (15) years do not remain in the Term of this Lease, if Tenant is willing to enter into an amendment extending the Term of this Lease so that fifteen (15) years remain in the Term of this Lease, and if properly presented with such an amendment executed by sending written notice Landlord, executes and delivers such amendment; or (2) if more than 50% of the Premises have been materially damaged and there is less than fifteen (15) years of the Term remaining on the date of the casualty unless Tenant is willing to enter into an amendment extending the Term of this Lease so that fifteen (15) years remain in the Term of this Lease, and if properly presented with such an amendment executed by Landlord, executes and delivers such amendment. Landlord agrees it shall not discriminate against Tenant by electing to terminate this Lease alone, except in the event of a termination by Landlord under Subsection (2) above. Landlord may exercise its right to the other party terminate this Lease by notifying Tenant in writing within 60 ninety (90) days after the date of such the casualty. Such notice If Landlord does not terminate this Lease, Landlord shall specify a termination endeavor to commence to repair and restore the damage on the earlier to occur of the date not fewer than 30 nor more than 90 of receipt of insurance proceeds or the date which is ninety (90) days after such notice is given the date of the casualty. Landlord shall thereafter proceed with reasonable diligence to complete repair and restoration of the other partyBuilding and the Leasehold Improvements (excluding any Alterations that were performed by Tenant in violation of this Lease). However, but in no event shall Landlord be required to spend more than the termination date be after insurance proceeds paid by the last day of insurer in connection with the Termcasualty plus the deductible under Landlord's insurance policy. If this Lease is not terminated pursuant to this paragraph and In the event Landlord fails to complete the repair or restoration work to such an extent as to permit Tenant to use and occupy the Premises within 90 days after Landlord’s estimated (i) the earlier to occur of twelve (12) months from the date for completion of casualty or six (6) months from the date of the commencement of repair and restoration work or restoration, with respect to any damage to any Space or Spaces that together constitute less than 10,000 rentable square feet, or (subject ii) the earlier to extension for delays caused solely by Tenant and Force Majeure Events)occur of twenty four (24) months from the date of casualty or eight (8) months from the date of the commencement of repair or restoration, with respect to any damage to any Space or Spaces that together constitute 10,000 rentable square feet or more, then Tenant may, by giving notice to Landlord prior to the date such repair or restoration is so completed, as its sole remedy, terminate this Lease. In addition, Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice with respect to Landlord any one or more Spaces that are not restored within 30 days after such estimated date of completionsaid time frames, provided and have this Lease shall remain continue in full force and effect and Tenant shall no longer have for the right to terminate this Lease if Landlord delivers possession balance of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience loss or annoyance to Tenant or Tenant Indemnitees, injury damage to Tenant’s business, 's Property or pain and suffering, to the business of Tenant resulting in any way from such damage the fire or other casualty or from the repair thereofand restoration of the damage. Notwithstanding Landlord and Tenant hereby waive the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises, except as expressly Premises shall be those specifically provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. If there occurs Within 60 days after discovering any casualty damage to the Project and: Premises, or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damageda “Casualty”), Landlord shall have the right to terminate this Lease and all the unaccrued obligations notify Tenant of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgmentestimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the repair and restoration work would require more than 210 consecutive Landlord Repairs cannot be substantially completed within 180 days to complete after the casualty date of the damage (assuming normal work crews not engaged or 90 days in overtime); or (ii) the casualty event the damage occurs during the last 12 months of the Term), Landlord and Tenant shall each have the right to either party may terminate this Lease and all the unaccrued obligations as of the parties heretodate of the damage, by sending upon written notice of such termination to the other party delivered within 60 10 days after the date Landlord’s delivery of such casualtyestimate. Such notice shall specify a termination date not fewer than 30 nor more than Within 90 days after such notice is given discovering any material damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder (other partythan Master Lessee or Xxxx) terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any material damage to the Building is not fully covered by Landlord’s insurance policies, but in no event shall or insurance required to be covered by Landlord under the termination date be after terms of this Lease; (iii) the damage is material to operation of the Building or Common Areas and damage occurs during the last day 12 months of the Term. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises and the Common Areas necessary for access to and parking for the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or parking for the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Landlord shall consult with Tenant and the parties shall use reasonable efforts to agree on replacement improvements at a cost in excess of insurance proceeds reasonably acceptable to Tenant. Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date for completion delivery of the repair written demand, with reasonably detailed invoices and back-up documentation. No Casualty and no restoration work (subject performed as required hereunder shall render Landlord liable to extension for delays caused solely by Tenant, constitute a constructive eviction, or excuse Tenant and Force Majeure Events)from any obligation hereunder; provided, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionhowever, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease that if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of or any Common Area necessary for Tenant’s termination notice. If there occurs any casualty access to the Premises and neither party terminates this Leaseis damaged by a Casualty, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damagethen, with commercially reasonable speed and diligenceduring any time that, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part such portion of the Premises.

Casualty Damage. If there occurs With reasonable promptness after discovering any casualty damage to the Premises, or to the Common Areas necessary for access to and/or use of the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Building or Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage; provided, however, that Landlord and Tenant shall each have the right to may not terminate this Lease and pursuant to this sentence unless the Premises has been materially damaged or Landlord also exercises all the unaccrued obligations rights it may have acquired as a result of the parties heretoCasualty to terminate any other similarly situated leases of space in the Building. Tenant may terminate this Lease, by sending written notice to Landlord within 30 days after receiving Landlord’s estimate of the time required to substantially complete the Landlord Repairs, if (a) the Casualty has occurred during the last 12 months of the Term and has damaged a material portion of the Premises, and (b) such termination to estimate indicates that the other party damage cannot reasonably be repaired within 60 days after the date Tenant’s receipt of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termestimate. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (including any Tenant-Insured Improvements and trade fixtures) and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or use of the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements and trade fixtures, and if the estimated or actual cost of restoring any Tenant-Insured Improvements and trade fixtures exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date demand. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for completion of the repair and restoration work (subject Tenant’s access to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession or use of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs is damaged by a Casualty, then, during any casualty to the Premises and neither party terminates this Leasetime that, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not used and occupied by Tenant for the conduct of business, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part such portion of the Premises.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises (excluding trade fixtures), or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other than 30% of the total area of deductibles with respect to earthquake damage); (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the TermTerm (provided, however, Landlord and Tenant shall each have the right will not be entitled to terminate this Lease and all the unaccrued obligations solely because there is less than 12 months of the parties original Term remaining if Tenant has previously and validly exercised its Extension Option (defined in Exhibit F hereto)); or (v) any owner, by sending written notice other than Landlord, of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day any damaged portion of the TermProject does not intend to repair such damage; provided, however, that Landlord may not terminate this Lease pursuant to this sentence unless the Premises has been materially damaged or Landlord also exercises all rights it may have acquired as a result of the Casualty to terminate any other similarly situated leases of space in the Building. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (excluding trade fixtures) and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access and use to the Premises or Tenant’s parking rights hereunder. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements. If the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess (the “Excess”) to Landlord within 90 15 days after Landlord’s demand unless the Lease is otherwise terminated pursuant to this Section 11; provided, however, that if (1) the Casualty was not caused by the willful misconduct of any Tenant Party, and (2) the amount of such insurance proceeds (or, if greater, the amount of insurance proceeds Tenant would have been entitled to receive if it had maintained the property insurance required under Section 10.2), together with any self-insured retention or deductible, is less than the estimated date for completion or actual cost of restoring any Tenant-Insured Improvements (such shortfall being referred herein to as the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events“Shortfall”), then (x) Tenant shall have the right to may terminate this Lease (a “Shortfall Termination”) by sending at least 30 providing Landlord with 15 business days’ prior written notice to Landlord (which notice shall include reasonable documentation of the Shortfall) within 30 15 days after receiving such estimated date of completiondemand (the “Tenant Notice Period”); provided further, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to however, that Landlord, by notifying Tenant within 30 10 business days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises receiving such notice and neither party terminates this Leasedocumentation, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damagemay cancel such Shortfall Termination, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, which event Tenant’s obligation to pay Fixed Rent and Additional Rent the Excess shall be equitably adjusted reduced by the amount of the Shortfall; and (y) if this Lease is not terminated pursuant to the preceding clause (x) and Landlord delays performance of the Landlord Repairs until the earliest to occur of (i) the date, if any, on which Tenant notifies Landlord that Tenant waives its right to so terminate this Lease, (ii) the expiration of the Tenant Notice Period without Tenant giving Landlord notice of such termination, or abated during (iii) if Tenant gives such notice before the expiration of the Tenant Notice Period, the date on which Landlord notifies Tenant that Landlord cancels such termination, then, for purposes of determining the period (of any abatement of Monthly Rent pursuant to this Section 11, the Landlord Repairs shall be deemed to have been completed on the date on which Landlord reasonably estimates such completion would have occurred in the absence of such delay. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if any) during which Tenant is not reasonably able to use the Premises (excluding trade fixtures) or an applicable portion thereof any Common Area necessary for Tenant’s access to the Premises is damaged by a Casualty, then, during any time that, as a result of such casualtydamage, any portion of the Premises is untenantable or inaccessible and is not occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises. Without limitation to the foregoing, if the Companion Lease (defined below) is terminated by either Landlord or Tenant shall have pursuant to Section 11 of such Companion Lease (entitled, Casualty Damage), then Tenant may terminate this Lease upon 60 days’ notice to Landlord so long as such notice is delivered no right later than 10 days after the Companion Lease termination notice is delivered pursuant to and in accordance with Section 11 of the Companion Lease; provided, however, that if Tenant attempted to terminate this the Companion Lease as a result of any damage or destruction of the Premises, except a Shortfall (as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction defined in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.Companion Lease) but such Matter ID: 4138

Casualty Damage. 1. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 180 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building occurs. If this Lease is not terminated pursuant In addition to this paragraph and Landlord fails Landlord's right to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)terminate as provided herein, then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such casualty; (c) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience fire or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such other casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. If Except as otherwise provided below, in the event of partial or total destruction of the Premises during the Term by fire or other casualty, the Landlord shall, after receipt of any insurance proceeds available as a result of such casualty, as promptly as practicable repair, reconstruct or replace the portions of the Premises destroyed as nearly as possible to their condition prior to such destruction, except that in no event shall the Landlord be obligated to expend more for such repair, reconstruction or replacement than the amounts of any such insurance proceeds actually received unless such proceeds are inadequate by reason of the failure of the Landlord to obtain or maintain the insurance required by Paragraph 8(i) hereof. During the period of such repair, reconstruction and replacement there occurs any casualty shall be an equitable abatement of Basic Rent hereunder in proportion to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% nature and extent of the total area destruction but only as and to the extent such abatement is covered by lost rentals insurance, as required by Paragraph 8(i) hereof or otherwise, the proceeds of which are actually made available to the Landlord. If the Building is damagedso extensively destroyed by fire or other casualty that the Premises are not susceptible of repair, reconstruction or replacement within nine (9) months from the date of such destruction, or if such destruction resulted from causes or risks not required to be insured against by the Landlord shall have hereunder, or if any Mortgagee refuses to agree to release net insurance proceeds to the right Landlord, of if the insurance proceeds actually received by the Landlord are inadequate to repair the Premises to a condition reasonably tenantable for the intended use, the Landlord or the Tenant may terminate this Lease and all the unaccrued obligations of the parties hereto, by sending giving written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 thirty (30) days after the date of such casualty. Such destruction unless, in the case of notice shall specify a termination date not fewer than 30 nor more than 90 from the Tenant, within ten (10) days after receipt of any such notice is given by the Landlord, the Landlord gives notice to the other partyTenant that the Landlord will make the necessary additional funds available for such repair, but in no event shall reconstruction or replacement and complete such repair, reconstruction or replacement within nine (9) months from the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionsuch destruction, provided in which event this Lease shall nevertheless remain in full force and effect and Tenant shall no longer have effect. In the right to terminate event of termination as aforesaid this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition terminate as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Lawsof, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Basic Rent and Additional Rent shall be equitably adjusted or appropriately apportioned through and abated during from and after the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result date of such casualty. Tenant shall have no right to terminate this Lease as a result notice of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisestermination.

Casualty Damage. (a) If there occurs any casualty the Premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to the Project andLandlord. If: (i) insurance proceeds are unavailable to Landlord the Building shall be so damaged that substantial alteration or are insufficient to restore reconstruction of the Project to substantially its pre-casualty conditionBuilding shall, in Landlord’s sole opinion, be required (whether or not the Premises shall have been damaged by such casualty); or (ii) more than 30% any Mortgagee’s interest in the Property requires that the insurance proceeds payable as a result of a casualty be applied to the payment of the total area of mortgage debt; (iii) there is any material uninsured loss to the Building is damagedProperty, Landlord shall have the right to may, at its option (y) terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty; and (z) not repair, reconstruct, or restore the Premises or the Building, whether or not the Premises have suffered from the casualty. Such notice If the Landlord estimates that it can repair the Premises, excluding Tenant Improvements therein, (“Landlord Restoration Work”) within 360 days from receipt of all insurance proceeds, the Lease will continue unless otherwise Terminated by Landlord as provided above. Landlord’s estimate of the length of time necessary to complete repairs shall specify a termination date not fewer than be given to Tenant the later of: (i) 30 nor more than 90 days after a written request from Tenant is received by Landlord; and (ii) 60 days after the occurrence of a casualty. If Landlord is prevented by force majeure (“Delays”), from completing Landlord’s Restoration Work within said applicable period, and if Landlord provides Tenant with written notice of such cause for the Delays within 15 days of the occurrence thereof, said notice is given to contain the reason for the Delays and a good faith estimate of the period of the delay caused thereby, then Landlord shall have an additional period beyond said applicable period, equal to the other party, but Delays in no event shall which to restore the termination date be after the last day damaged areas of the TermBuilding. If In such event, Tenant may not elect to terminate this Lease is until said additional period required for completion has expired with the Building not terminated pursuant having been substantially restored. Landlord’s obligation to this paragraph restore shall be limited to the extent of the insurance proceeds actually received by Landlord as a result of the casualty and Landlord fails Landlord’s restoration obligations shall be limited to the Building shell and the Shell Improvements located in the Premises. When the Landlord’s repairs have been substantially completed, Tenant shall promptly complete the repair or restoration work within 90 days after of all improvements to the Premises in excess of Landlord’s estimated date for completion Restoration Work (including, without limitation, all Tenant Improvements unless Landlord elects, at Tenant’s expense, to restore any such Tenant Improvements) necessary to permit Tenant’s reoccupancy of the repair Premises and restoration work (subject to extension for delays caused solely restore the Premises to the condition immediately before such casualty or damage, in accordance with plans and specifications approved by Tenant Landlord and Force Majeure Events), then Tenant Tenant. Landlord shall have the right to terminate this Lease by sending approve any contractor Tenant selects to perform such work. Tenant shall also be responsible for the restoration of Tenant’s furniture, equipment, and fixtures. All cost and expense of reconstructing the Premises to a level in excess of that at least 30 days’ prior written notice to Landlord within 30 days after such estimated date the execution of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of be borne by Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. If there occurs any casualty to the Project (other than to the Premises) and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If In the event that, following a casualty, this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 30 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionLandlord, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. Notwithstanding the foregoing, if the casualty was caused by the act or omission of Tenant or any of Tenant’s agents, employees, invitees, assignees, subtenants, licensees or contractors, Tenant shall have no right to terminate this Lease due to the casualty. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. If there occurs any casualty In the event of damage to or destruction of the --------------- Leased Premises caused by fire or other casualty, or of the entrances and other common facilities necessary to provide normal access to the Project and: (i) insurance proceeds are unavailable Leased Premises, or to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area other portions of the Building is damagedor its equipment which portions and equipment are necessary to provide services to the Leased Premises in accordance herewith, Landlord shall have the right undertake to terminate make repairs and restorations as hereafter provided, unless this Lease be terminated by Landlord or Tenant or unless any mortgagee which is entitled to receive casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the cost of such repairs and all restoration. If (A) the unaccrued obligations damage is of such nature or extent, in Landlord's sole judgment, that more than one hundred and eighty (180) consecutive days, after commencement of the parties heretowork, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: would be required (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming with normal work crews not engaged in overtime); and hours) to repair and restore the part of the Leased Premises or the Building which has been damaged, or (iiB) the casualty occurs during the last 12 months a substantial portion of the Leased Premises or the Building is so damaged that, in Landlord's sole judgment, it is uneconomic to restore or repair the Leased Premises or the Building, as the case may be, or (C) less than two (2) years remain on the Lease Term, Landlord shall so advise Tenant in the case described in clauses (A) and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto(B) above, by sending written notice of such termination to the other party within 60 not later than ninety (90) days after the date occurrence of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to , and in the other case of clause (C) above, promptly, and either party, but in no event shall the termination date be after case described in clause (A) above, or Landlord, in the last day case described in clauses (B) or (C) above, for a period of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 ten (10) days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)thereafter, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after such estimated the date of completionsuch notice. In the event of such fire or other casualty, provided if this Lease shall remain is not terminated pursuant to the terms of this Section 22, if sufficient casualty insurance proceeds are available for use for such restoration or repair, and if this Lease is then in full force and effect effect, Landlord, commencing not later than ninety (90) days following the occurrence of such casualty, shall proceed diligently and continuously to restore the Leased Premises to substantially its condition prior to the occurrence of the damage, provided that Landlord shall not be obligated to repair or restore any alterations, additions or fixtures which Tenant may have installed (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Leased Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all cost as may be incurred by Landlord in connection therewith. Landlord shall not insure any improvements or alterations to the Leased Premises in excess of those made pursuant to the Final Plans, or any fixtures, equipment or other property of Tenant. Tenant shall have the right, at its sole expense, to insure the value of leasehold improvements of Tenant made pursuant to Change Orders or otherwise made by Tenant in addition to Landlord's Work, fixtures, equipment or other property located in the Leased Premises, for the purpose of providing funds to Landlord to repair and restore the Leased Premises to substantially its condition prior to the occurrence of the damage. If there be any such alteration, fixtures or additions and Tenant does not assure or agree to assure payment of the cost of restoration or repair as aforesaid, Landlord shall no longer have the right to terminate this Lease if Landlord delivers possession of determine the manner in which the Leased Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage be restored so as to be repaired (exclusive of Tenant’s Property) to a condition substantially as nearly as practicable to that existing the Leased Premises existed prior to the damagedamage occurring, with commercially reasonable speed as if such alterations, additions or fixtures had not then been made or installed. The validity and diligence, subject to delays that may arise by reason effect of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord this Lease shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting impaired in any way from such damage by the failure of Landlord to complete repairs and restoration of the Leased Premises or of the Building within one hundred eighty (180) consecutive days after commencement of work, even if Landlord had in good faith notified Tenant that the repair thereofand restoration could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration; provided, further however that Landlord's portion of such restoration shall be completed within three hundred sixty (360) days of the occurrence of such casualty. Notwithstanding In the foregoing, case of damage to the Leased Premises not caused by the negligence or other tortious acts of Tenant which is of a nature or extent that Tenant’s obligation to pay 's continued occupancy is substantially impaired the Annual Fixed Rent and Additional Rent otherwise payable by Tenant hereunder shall be equitably abated or adjusted for the duration of such impairment. Anything to the contrary in this Lease notwithstanding, expressed or abated during the period (if any) during which implied, Landlord shall have no liability to Tenant is not reasonably able for and shall have no duty to use the Premises repair, replace or an applicable portion thereof restore any damage whatsoever, occurring as a result of such casualtyleakage or seepage of water or any other liquid from any source whatsoever, or breakage of any pipes, mains or other plumbing located in or about the Building, or snow, frost, steam, excessive heat or cold, falling plaster, sewage, gas, odors, noise, or by air conditioning or heating apparatus, provided, however, Landlord shall repair, replace and restore all damage to the Building structure, systems and fixtures. Tenant shall have no right be responsible to terminate this Lease as a result insure and/or repair all of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any Tenant's leasehold improvements and all damage toequipment, or destruction of, all or any part of the Premises, fixtures and any Law with respect to any rights or obligations concerning damage or destruction personal property located in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Leased Premises.

Casualty Damage. If there occurs Seller shall give notice (a "Casualty Notice") to Buyer reasonably promptly after the occurrence of any damage to the improvements on the Property by any casualty, which notice shall include Seller's reasonable estimate of the restoration costs. If, before the Closing Date, the Improvements are damaged by (a) any insured casualty and the cost to restore such Improvements, as reasonably determined by Seller, is more than twenty-five percent (25%) of the Purchase Price (the "Insured Casualty Threshold"), or (b) any casualty not covered by insurance and the cost to restore such Improvements, as reasonably determined by Seller, is more than $500,000 (the "Uninsured Casualty Threshold"), Buyer shall have the right, by giving notice to Seller within thirty (30) days after receipt of the Casualty Notice, to terminate this Agreement, in which event this Agreement shall terminate and the Deposit shall be returned to Buyer. If necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by this Section 6.2 and the period for any corresponding election by Buyer described in this Section 6.2 has expired. If, before the Closing Date, the Property is damaged by a casualty that does not result in a termination of this Agreement pursuant to the Project and: preceding sentence, then (i) with respect to an insured casualty, the insurance proceeds are unavailable (or, if not theretofore received, the right to Landlord receive such proceeds), if any, payable on account of the damage, exclusive of any proceeds of any business interruption or are insufficient rent continuation insurance in respect of Seller's period of ownership, shall be transferred to restore Buyer, and the Project amount of any applicable insurance deductible to substantially its pre-casualty condition; the extent of the repair cost as reasonably determined by Seller shall be a credit to Buyer against the Purchase Price or (ii) more than 30% of the total area of the Building is damaged, Landlord shall have the right with respect to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such an uninsured casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the costs for such casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, as reasonably determined by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent Seller shall be equitably adjusted or abated during a credit to Buyer against the period Purchase Price (if any) during which Tenant is not reasonably able to use exceed the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesUninsured Casualty Threshold).

Casualty Damage. If Except as provided below, in the event of partial or total destruction of the Premises during the Term by fire or other casualty, the Landlord shall, as promptly as practicable after receipt of any insurance proceeds available as a result of such casualty, repair, reconstruct or replace the portions of the Premises destroyed as nearly as possible to their condition prior to such destruction, except that in no event shall the Landlord be obligated to expend more for such repair, reconstruction or replacement than the amounts of any such insurance proceeds actually received. Commencing on the date of such casualty and during the period of such repair, reconstruction and replacement there occurs any shall be an equitable abatement of Basic Rent hereunder from the date of such casualty until the date the affected areas of the Premises have been repaired or reconstructed (as shall be evidenced by the delivery to Tenant of a temporary certificate of occupancy or by a certificate from Landlord's construction manager) in proportion to the Project and: (i) loss of usable floor area in the Premises, but only to the extent such abatement is covered by lost rentals insurance proceeds are unavailable to Landlord or are insufficient to restore for the Project to substantially its pre-casualty condition; or (ii) more than 30% benefit of the total area Landlord, as required by Paragraph 8 hereof or otherwise. Notwithstanding the foregoing, in the event the Landlord's reconstruction has not been substantially completed within six (6) months after the date of such casualty, and the Landlord has not provided reasonably adequate substitute space in New Haven County, at comparable rent, for the Tenant until said reconstruction has been substantially completed, the Tenant may terminate this Lease within thirty (30) days after the expiration of said six (6) month period on thirty (30) days prior written notice, which shall not be effective if the Landlord substantially completes said reconstruction before the expiration of said notice period. If the Building is damagedso extensively destroyed by fire or other casualty that an independent engineer or architect certifies that the Premises cannot reasonably be expected to be susceptible of repair, reconstruction or replacement within a period of twelve (12) months from the date work were to commence thereon, or if any damage results from causes or risks not required to be insured against by the Landlord shall have hereunder or if any Mortgagee refuses to make such net proceeds available for such repair, reconstruction or replacement, the right to Landlord may terminate this Lease and all the unaccrued obligations of the parties hereto, by sending giving written notice of such termination to the Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such destruction. Provided further, that if, despite diligent efforts, the Landlord has been unable to restore the Premises to their condition prior to such destruction within twelve (12) months following the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to , the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to may terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after the Tenant. In the event of any such estimated date notice of completiontermination, provided this Lease shall remain in full force terminate as of; and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Basic Rent and Additional Rent shall be equitably adjusted or appropriately apportioned through and abated during from and after, the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result date of such casualty. Tenant shall have no right to terminate this Lease as a result notice of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisestermination.

Casualty Damage. If there occurs any the Leased Premises, shall be so damaged by fire or other casualty as to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damagedrender them wholly untenantable, and if such damage shall be so great that a competent architect, in good standing, selected by Landlord shall have the right certify in writing to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant 1 that the Premises, with the exercise of reasonable diligence, cannot be made fit for occupancy within one hundred eighty (180) working days, then this Agreement shall each have the right to cease and terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after from the date of the occurrence of such casualty. Such notice damage; and Tenant 1 thereupon shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given sur- render to Landlord the other partyPremises and all interest hereunder, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair may reenter and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers take possession of the Premises and remove Tenant 1 therefrom. Tenant 1 shall pay rent and other charges duly apportioned, up to Tenant the time of such termination of this Agreement. If, however, the damage shall be such that said architect shall certify that the Premises can be made tenantable within 30 days after a one hundred eighty (180) day period, then, except as hereinafter provided Landlord shall repair the damage in a competent manner to the extent of the insurance proceeds received by Landlord’s receipt of Tenant’s termination notice. If there occurs any the fire or other casualty causing injury to the Premises and neither party terminates this Leaseor other parts of the building of which the Leased Premises form a part, then Landlord shall use commercially reasonable efforts to cause have been caused by the damage to negligence or misconduct of Tenant 1, its agents, servants, employees, or by any other person entering upon the Premises under express or implied invitation of Tenant 1, such injury shall be repaired by Landlord at the sole expense of Tenant 1. In case the building of which the Leased Premises form a part, shall be so injured or damaged, whether by fire or otherwise (exclusive though the Premises may not be affected, or if affected, can be repaired within said one hundred eighty (180) days) that Landlord within sixty (60) days after the happening of Tenant’s Property) such injury shall decide not to a condition as nearly as practicable reconstruct or rebuild the Building, then, notwithstanding anything contained herein to the contrary, upon notice in writing to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise effect given by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or 1 within said sixty (60) days, Tenant Indemnitees1 shall pay the rent properly apportioned up to such date, injury to Tenant’s business, or pain this Agreement shall terminate from the date of delivery of said written notice and suffering, resulting in any way from such damage or the repair thereofboth parties hereto shall be freed and discharged of all further obligations hereunder. Notwithstanding the foregoing, Tenant’s obligation in the event the holder of a mortgage granted by Landlord, covering the Leased Premises, fails to pay Fixed Rent and Additional Rent shall be equitably adjusted authorize the repair or abated during the period (if any) during which Tenant is not reasonably able to use restoration of the Premises or an applicable portion thereof fails to release the insurance proceeds, or if Landlord elects not to restore the Premises at its sole election, then this Agreement shall terminate as a result of the date Landlord notifies Tenant 1 of such casualtyevent and the rental payments and other charges due under the lease shall be apportioned to such notice date. Tenant 1 leased premises is separated from the Common Area by a 2-hour fire wall. Tenant 1 shall have no right construct any lease improvements desired (structural, electrical, plumbing etc) within the 2-hour fire wall so as not to terminate this Lease as a result of any damage or destruction compromise the effectiveness of the Premises, except as expressly provided in this Sectionwall. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part shall complete the installation of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part drywall installations of the Premisesfire wall. Tenant 1 shall maintain the 2-hour fire rating with all remaining construction / installations within leased premises.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to the Project and: Landlord. In case (i) insurance proceeds are unavailable Landlord will not be permitted by applicable law to Landlord rebuild the Building in substantially the same form as existed prior to the fire or are insufficient to restore the Project to substantially its pre-casualty condition; casualty, or (ii) more the Premises has been materially damaged and there is less than 30% two (2) years of the total area Lease Term (as extended by any Extension Terms exercised as of the Building is damageddate of the casualty) remaining on the date of such casualty, or (iii) there shall occur any material uninsured loss to the Building, either (x) Landlord or (y) provided the damage did not result by reason of any willful misconduct of Tenant or any of its invitees, agents, employees, contractors or licensees, Tenant, may, at its option, terminate this Lease by notifying the other party in writing of such termination within thirty (30) days after the date of such casualty; provided, however, that if Tenant exercises any then remaining Extension Term within such thirty (30) day period, then Landlord shall not have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or under (ii) the casualty occurs during the last 12 months above as a result of such casualty, and any notice of termination theretofore given by Landlord shall be void. Such termination shall be effective as of the Termdate of fire or casualty, Landlord and Tenant shall each have the right with respect to terminate this Lease and all the unaccrued obligations any portion of the parties heretoPremises that was rendered untenantable, by sending written and the effective date of termination specified in Landlord's or Tenant's termination notice of such termination to the other party within 60 (which shall be no less than ninety (90) days after the date of such notice), with respect to any portion of the Premises that remained tenantable. If neither Landlord nor Tenant elects to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) located within the Premises to substantially the same condition they were in immediately prior to the happening of the casualty. Such notice Notwithstanding the foregoing, Landlord's obligation to restore the Building and the Leasehold Improvements shall specify a termination date not fewer than 30 nor more than 90 days after require Landlord to expend for such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely the insurance proceeds actually received by Tenant and Force Majeure Events), then Tenant shall the Landlord as a result of the casualty or which would have the right to terminate this Lease by sending at least 30 days’ prior written notice to been received had Landlord within 30 days after such estimated date of completion, provided this Lease shall remain continued in full force and effect and Tenant the insurance required of Landlord hereunder. Further, any proceeds of insurance received by Landlord's mortgagee or ground lessor shall no longer have the right to terminate this Lease if be deemed received by Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination noticefor purposes hereof. If there occurs any casualty When repairs to the Premises and neither party terminates this Leasehave been completed by Landlord, then Landlord Tenant shall use commercially reasonable efforts complete the restoration or replacement of all Tenant's Property necessary to cause the damage to be repaired (exclusive of permit Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment 's re-occupancy of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a fair diminution of Rent on a per diem basis (based on the ratio of the square foot area of the untenantable portion of the Premises to the total square foot area of the Premises) during the time and to the extent any damage to the Premises or the means of access thereto causes the Premises to be rendered untenantable and not used by Tenant except to the extent provided in the case of a Tenant Caused Casualty (below defined). Such diminution of Rent shall continue until the first to occur of (i) resumption of use and occupancy by Tenant of the damaged portion for the conduct of its business operations thereon or (ii) the last to occur of (x) substantial completion by Landlord of its repair and restoration of the Premises or (y) substantial completion by Tenant of its repair and restoration, not to exceed however under this subsection (y) ninety (90) days following the date of substantial completion by Landlord of its repairs and restoration. In the case of damage or destruction affecting less than the entire Premises but rendering Tenant unable to reasonably conduct its business in the remaining undamaged portion, then any abatement of rent to which Tenant shall be entitled hereunder shall be extended to the entire Premises. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable any other portion thereof as of the Building is damaged by fire or other casualty resulting from the negligence of Tenant or any Tenant Related Parties (herein a result "Tenant Caused Casualty"), the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable (except to the extent Landlord is or would be entitled to be reimbursed by the proceeds of such casualtyany rental interruption insurance either carried by Landlord or which is generally available to commercial landlords owning large modern office buildings within the Washington, D.C. metropolitan area). Landlord and Tenant shall have no right hereby waive the provisions of any law from time to terminate this time in effect during the Lease as a result Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. If there occurs the Project, the Building, or any systems serving the Building or the Premises, are damaged by fire or other casualty ("Casualty"), then the Landlord shall within THIRTY (30) days of such casualty notify the Tenant (the "LANDLORD'S NOTICE") whether or not in the reasonable determination of the Landlord the damage can be repaired within ONE HUNDRED EIGHTY (180) days of such notice (the "RESTORATION PERIOD"). If repairs and restoration cannot be completed within the Restoration Period, either party may at its option within THIRTY (30) days of the receipt of the Landlord's Notice, terminate this Lease effective as of the date of the casualty and all rents, Operating Costs or other sums due shall be prorated as of that date. If the repairs and restoration can be accomplished within the Restoration Period, or if the repairs cannot be done within the Restoration Period and neither party chooses to terminate this Lease, the Project and: Landlord shall within THIRTY (i30) insurance proceeds are unavailable to Landlord or are insufficient days from the date of the Landlord's notice, commence the repairs and restoration and proceed with all due diligence to restore the Project or the Building or the Premises to substantially its pre-casualty condition; or (ii) more than 30% the same condition in which it was immediately prior to the happening of the total area Casualty. As soon after the Landlord commences the repairs and restoration as is practical, the Tenant shall commence and pursue to completion the repair and restoration or replacement of Tenant's fixtures and personalty. Each party shall proceed with their respective work in a timely and diligent manner using the same or better quality materials as existing prior to the Casualty, and they shall use their best efforts not to interfere with, annoy, or inconvenience the other party. For such period of time as the Tenant cannot conduct its business from the Premises in a reasonable, prudent and businesslike manner as a result of the condition of the Project or the Premises, or the Building or the services to the Building, or caused by an interruption thereof because of reconstruction activities, all Rent shall abatx. Xx the extent and during the time that only a portion of the Premises is damagedtenantable and to the extent that the Tenant is able to conduct its business therefrom in a reasonable, prudent and businesslike manner, the Tenant shall receive a fair diminution of Rent based on an estimated percentage of unusable space in the Premises. In the event the Landlord fails to deliver to the Tenant a Landlord's Notice within the required THIRTY (30) day period as to whether or not the damage can be repaired within the Restoration Period, the Tenant shall have the right any time after the expiration of the THIRTY (30) day notice period to terminate the Lease as of the date of the Casualty, or to advise the Landlord of its intent to restore the Project or the Building or the Premises (the "TENANT'S NOTICE") and may commence the repairs and restoration of the Project or the Building or the Premises at the cost and expense of the Landlord, whereupon the Landlord shall be deemed to have waived its right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to as provided above. The Landlord shall reimburse Tenant within 60 TEN (10) business days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given of demand for all costs and expenses of any kind incurred by the Tenant to Tenantmake repairs or restorations. If there occurs the Landlord shall fail to pay when due any casualty sums owed by the Landlord to the Premises and: (i) in Landlord’s reasonable judgmentTenant, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease set-off all amounts due in accordance with SECTION 33 thereof, until the sums advanced by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date Tenant are paid in full, plus all costs of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Leasecollection, including this Section, constitute an express agreement between Landlord but not limited to reasonable attorneys' fees and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisescourt costs incurred.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises (excluding trade fixtures), or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other than 30% of the total area of deductibles with respect to earthquake damage); (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the TermTerm (provided, however, Landlord and Tenant shall each have the right will not be entitled to terminate this Lease and all the unaccrued obligations solely because there is less than 12 months of the parties original Term remaining if Tenant has previously and validly exercised its Extension Option (defined in Exhibit F hereto)); or (v) any owner, by sending written notice other than Landlord, of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day any damaged portion of the TermProject does not intend to repair such damage; provided, however, that Landlord may not terminate this Lease pursuant to this sentence unless the Premises has been materially damaged or Landlord also exercises all rights it may have acquired as a result of the Casualty to terminate any other similarly situated leases of space in the Building. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (excluding trade fixtures) and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access and use to the Premises or Tenant’s parking rights hereunder. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements. If the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess (the “Excess”) to Landlord within 90 15 days after Landlord’s demand unless the Lease is otherwise terminated pursuant to this Section 11; provided, however, that if (1) the Casualty was not caused by the willful misconduct of any Tenant Party, and (2) the amount of such insurance proceeds (or, if greater, the amount of insurance proceeds Tenant would have been entitled to receive if it had maintained the property insurance required under Section 10.2), together with any self-insured retention or deductible, is less than the estimated date for completion or actual cost of restoring any Tenant-Insured Improvements (such shortfall being referred herein to as the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events“Shortfall”), then (x) Tenant shall have the right to may terminate this Lease (a “Shortfall Termination”) by sending at least 30 providing Landlord with 15 business days’ prior written notice to Landlord (which notice shall include reasonable documentation of the Shortfall) within 30 15 days after receiving such estimated date of completiondemand (the “Tenant Notice Period”); provided further, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to however, that Landlord, by notifying Tenant within 30 10 business days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises receiving such notice and neither party terminates this Leasedocumentation, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damagemay cancel such Shortfall Termination, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, which event Tenant’s obligation to pay Fixed Rent and Additional Rent the Excess shall be equitably adjusted reduced by the amount of the Shortfall; and (y) if this Lease is not terminated pursuant to the preceding clause (x) and Landlord delays performance of the Landlord Repairs until the earliest to occur of (i) the date, if any, on which Tenant notifies Landlord that Tenant waives its right to so terminate this Lease, (ii) the expiration of the Tenant Notice Period without Tenant giving Landlord notice of such termination, or abated during (iii) if Tenant gives such notice before the expiration of the Tenant Notice Period, the date on which Landlord notifies Tenant that Landlord cancels such termination, then, for purposes of determining the period (of any abatement of Matter ID: 4137 Monthly Rent pursuant to this Section 11, the Landlord Repairs shall be deemed to have been completed on the date on which Landlord reasonably estimates such completion would have occurred in the absence of such delay. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if any) during which Tenant is not reasonably able to use the Premises (excluding trade fixtures) or an applicable portion thereof any Common Area necessary for Tenant’s access to the Premises is damaged by a Casualty, then, during any time that, as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part such portion of the Premises.

Casualty Damage. If there occurs any casualty In the event of damage to or destruction of the Leased Premises caused by fire or other casualty, or of the entrances and other common facilities necessary to provide normal access to the Project and: (i) insurance proceeds are unavailable Leased Premises, or to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area other portions of the Building is damagedor its equipment which portions and equipment are necessary to provide services to the Leased Premises in accordance herewith, Landlord shall have the right undertake to terminate make repairs and restorations as hereafter provided, unless this Lease be terminated by Landlord or Tenant or unless any mortgagee which is entitled to receive casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the cost of such repairs and all restoration. If (A) the unaccrued obligations damage is of such nature or extent, in Landlord's sole judgment, that more than one hundred and eighty (180) consecutive days, after commencement of the parties heretowork, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: would be required (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming with normal work crews not engaged in overtime); and hours) to repay and restore the part of the Leased Premises or the Building which has been damaged, or (iiB) the casualty occurs during the last 12 months a substantial portion of the Leased Premises or the Building is so damaged that, in Landlord's sole judgment, it is uneconomic to restore or repair the Leased Premises or the Building, as the case may be, or (C) less than two (2) years remain on the Lease Term, Landlord shall so advise Tenant promptly, and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other either party, but in no event shall the termination date be after case described in clause (A) above, or Landlord, in the last day case described in clauses (B) or (C) above, for a period of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 ten (10) days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)thereafter, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after such estimated the date of completionsuch notice. In the event of such fire or other casualty, provided if this Lease shall remain is not terminated pursuant to the terms of this Section 22, if sufficient casualty insurance proceeds are available for use for such restoration or repair, and if this Lease is then in full force and effect effect, Landlord shall proceed diligently to restore the Leased Premises to substantially its condition prior to the occurrence of the damage, provided that Landlord shall not be obligated to repair or restore any alterations, additions or fixtures which Tenant may have installed (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Leased Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all cost as may be incurred by Landlord in connection therewith. Landlord shall not insure any improvements or alterations to the Leased Premises in excess of Building Standard tenant improvements, or any fixtures, equipment or other property of Tenant. Tenant shall have the right, at its sole expense, to insure the value of its leasehold improvements, fixtures, equipment or other property located in the Leased Premises, for the purpose of providing funds to Landlord to repair and restore the Leased Premises to substantially its condition prior to the occurrence of the damage. If there be any such alteration, fixtures or additions and Tenant does not assure or agree to assure payment of the cost of restoration or repair as aforesaid, Landlord shall no longer have the right to terminate this Lease if Landlord delivers possession of determine the manner in which the Leased Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage be restored so as to be repaired (exclusive of Tenant’s Property) to a condition substantially as nearly as practicable to that existing the Leased Premises existed prior to the damagedamage occurring, with commercially reasonable speed as if such alterations, additions or fixtures had not then been made or installed. The validity and diligence, subject to delays that may arise by reason effect of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord this Lease shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting impaired in any way from such damage by the failure of Landlord to complete repairs and restoration of the Leased Premises or of the Building within one hundred eighty (180) consecutive days after commencement of work, even if Landlord had in good faith notified Tenant that the repair thereofand restoration could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration. Notwithstanding In the foregoingcase of damage to the Leased Premises not caused by the negligence or other tortious acts of Tenant which is of a nature or extent that Tenant's continued occupancy is substantially impaired, Tenant’s obligation to pay the Annual Fixed Rent and Additional Rent otherwise payable by Tenant hereunder shall be equitably abated or adjusted for the duration of such impairment. Anything to the contrary in this Lease notwithstanding, expressed or abated during the period (if any) during which implied, Landlord shall have no liability to Tenant is not reasonably able for and shall have no duty to use the Premises repair, replace or an applicable portion thereof restore any damage whatsoever, occurring as a result of such casualtyleakage or seepage of water or any other liquid from any source whatsoever, or breakage of any pipes, mains or other plumbing located in or about the Building, or snow, frost, steam, excessive heat or cold, falling plaster, sewage, gas, odors, noise, or by air conditioning or heating apparatus. Provided, however, Landlord shall repair, replace and restore as an Operating Expense of the Building, all damage to the Building structure, systems and fixtures. Tenant shall have no right be responsible to terminate this Lease as a result insure and/or repair all of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any Tenant's leasehold improvements and all damage toequipment, or destruction of, all or any part of the Premises, fixtures and any Law with respect to any rights or obligations concerning damage or destruction personal property located in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Leased Premises.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises (excluding trade fixtures), or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 180 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage provided, however, that (x) Landlord and Tenant shall each have the right to may not terminate this Lease and pursuant to the preceding clauses (i), (ii), (iii) or (v) unless the Premises has been materially damaged or Landlord also exercises all the unaccrued obligations rights it may have acquired as a result of the parties heretoCasualty to terminate any other leases of space in the Building, by sending written notice of such termination and (y) Landlord may not terminate this Lease pursuant to the other party within 60 days after preceding clause (iv) unless the date of such casualty. Such notice shall specify Premises has been materially damaged or Landlord also exercises all rights it may have acquired as a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day result of the TermCasualty to terminate any other leases that (1) relate to space in the Building, and (2) have less than 12 months left remaining in their terms when the Casualty occurs. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (excluding trade fixtures) and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date for completion of the repair demand. No Casualty and no restoration work (subject performed as required hereunder shall render Landlord liable to extension for delays caused solely by Tenant, constitute a constructive eviction, or excuse Tenant and Force Majeure Events)from any obligation hereunder; provided, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionhowever, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease that if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of (other than trade fixtures) or any Common Area necessary for Tenant’s termination notice. If there occurs any casualty access to the Premises and neither party terminates this Leaseis damaged by a Casualty, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damagethen, with commercially reasonable speed and diligenceduring any time that, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part such portion of the Premises.

Casualty Damage. If there occurs any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; (ii) zoning or other applicable Laws do not permit repair and restoration; or (iiiii) more than 30% of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete Notwithstanding the repair foregoing, if the casualty was caused by the act or restoration work within 90 days after Landlord’s estimated date for completion omission of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)or any Tenant Agent, then Tenant shall have the no right to terminate this Lease by sending at least 30 days’ prior written notice due to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination noticecasualty. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events, provided if such damage was caused by the act or omission of Tenant or any Tenant Agent, then Tenant shall pay Landlord the amount by which Landlord’s cost to repair exceeds the insurance proceeds, if any, actually received by Landlord on account of such damage (or, if Landlord fails to maintain the EXHIBIT 10.35 insurance required by Section 12, that Landlord would have received to the extent Landlord maintained such insurance required by Section 12). Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. If there occurs any casualty to In the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to event that the Premises and: (i) or the building in which the Premises are located are damaged for any reason whatsoever such that Tenant would be rendered unable, in Landlord’s reasonable judgment's and Tenant's joint determination, the repair and restoration work would require more than 210 consecutive to carry on its normal business operations for a period of thirty (30) days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Termmore, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written giving notice of such termination to Landlord within 30 no later than sixty (60) days after the occurrence of such estimated date damage. Upon such termination, Tenant's obligations hereunder and each of completionthem, provided this Lease including the obligation to pay rent of any kind or nature, shall remain cease as of the day the Premises were so damaged. During any period that Tenant, in full force Landlord's and effect Tenant's joint determination, is unable to conduct its normal business operations because of such casualty damage, rent of any kind or nature due hereunder shall be abated. In the event the Premises are partially damaged by fire or other casualty and Landlord and Tenant jointly shall no longer have the right determine that Tenant is able to terminate this Lease if Landlord delivers possession carry on its normal business operations, Tenant shall pay rent for only such portion of the Premises which Tenant may reasonably occupy during the time required to Tenant make repairs. All repairs necessary to restore the Premises to its original condition shall be (a) commenced within 30 ninety (90) days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result occurrence of such casualty. Tenant shall have no right to terminate this Lease as damage; (b) performed in a result diligent and workmanlike manner with material of any damage or destruction at least the same quality utilized originally in the construction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between ; and (c) completed by Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisesat Landlord's sole expense.

Casualty Damage. A. If there occurs all or any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% part of the total area Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Building Premises is damagedrendered reasonably unusable for the Permitted Use as a result of a fire or other casualty, Landlord the Rent shall abate for the portion of the Premises that is reasonably unusable for the Permitted Use and not used by Tenant. Landlord, by notice to Tenant within 90 days after the date of the casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and all the unaccrued obligations there is less than 2 years of the parties heretoTerm remaining on the date of the casualty; (2) any Mortgagee (as defined in Article XXVI of this Lease) requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) subject to the last sentence of this Section XVII.A, a material uninsured loss to the Building occurs. Notwithstanding the foregoing, with respect to clauses (2) and (3) above, by sending providing written notice of such termination to Tenant Landlord (the "Election Notice") within 60 10 days after such casualty. Such notice shall specify a termination following the date not fewer than 30 nor more than 90 days after such notice is given to Landlord notifies Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgmentthat a Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) of Landlord's determination that a casualty results in a material uninsured loss, as the casualty occurs during case may be (and which notice Landlord shall provide to Tenant within a reasonable period of time following Landlord's determination thereof), Tenant may elect to pay the last 12 months entire shortfall of all costs and expenses directly and indirectly related to the restoration of the TermBuildings in accordance with the terms of this Lease, including the costs of permits (the "Restoration Funds") and, following Landlord's receipt of the Restoration Funds, Landlord and Tenant shall each have the no right to terminate this Lease and all Lease. If Tenant elects to pay for the unaccrued obligations restoration of the parties heretoBuildings, Tenant shall deliver to Landlord the Restoration Funds within 30 days following the date Tenant delivers its Election Notice to Landlord. For purposes of this paragraph, an uninsured loss to the Building shall mean a casualty not covered by sending written the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. Notwithstanding the foregoing, Landlord will not be entitled to terminate this Lease solely because there is less than 2 years on the Term if Tenant has an exercisable right to renew or extend the Term and Tenant, within 10 days after receipt of Landlord's notice of termination, validly exercises such termination right. The foregoing shall not prohibit Landlord from exercising its right to terminate for any of the other reasons set forth herein. Landlord shall not in bad faith terminate this Lease pursuant to the other party within 60 days after terms of this Section XVII.A solely for the date purpose of such casualtyreplacing Tenant with a successor tenant. Such notice If Landlord does not terminate this Lease, Landlord shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given commence and proceed with reasonable diligence to repair and restore the other partyBuilding and the Leasehold Improvements (excluding any Alterations that were performed by Tenant in violation of this Lease). However, but in no event shall Landlord be required to spend more than the termination date be after insurance proceeds received by Landlord (including deductible amounts) provided that Landlord carries the last day insurance required of the Term. If this Lease is not terminated Landlord pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion terms of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience loss or annoyance to Tenant or Tenant Indemnitees, injury damage to Tenant’s business, 's Property or pain and suffering, to the business of Tenant resulting in any way from such damage the fire or other casualty or from the repair thereofand restoration of the damage. Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Lease. Notwithstanding anything to the foregoingcontrary contained in this Article XVII, Tenant’s obligation if the total out of pocket cost to pay Fixed Rent restore the 2051 Building and Additional Rent the 2061 Building, collectively, is less than $500,000.00 in the aggregate, then Landlord shall not be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right entitled to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in each of clause (2) and clause (3) above. In the event that Landlord is entitled to terminate this SectionLease as provided herein and the circumstances are such that the entire 2061 Building shall be made unusable for the Permitted Use by fire or other casualty but the 2051 Building has not been damaged by such casualty and remains usable for the Permitted Use, Landlord shall not terminate this Lease with respect to the 2051 Building only so long as, notwithstanding anything to the contrary contained herein, Landlord shall not incur any out of pocket costs or expenses in order to continue this Lease in effect solely with respect to the 2051 Building (the "Lease Continuation Costs"). The provisions of If Landlord would incur any such Lease Continuation Costs and, consequently, elects to terminate this Lease, including Landlord shall notify Tenant in writing of its election thereof (Landlord's "Casualty Termination Notice"); provided, however, that Tenant may elect to pay all such costs by providing written notice thereof to Landlord within 5 days following Tenant's receipt of Landlord's Casualty Termination Notice and, by further delivering to Landlord the Lease Continuation Costs within 10 days following Tenant's receipt of Landlord's Casualty Termination Notice and, in such event, Landlord shall not terminate this Section, constitute an express agreement between Landlord and Tenant Lease with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises2051 Building.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate, by sending written notice of in which event such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months be effective as of the Termdate of the Casualty. Tenant, Landlord and Tenant however, shall each not have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building occurs. If this Lease is not terminated pursuant In addition to this paragraph and Landlord fails Landlord's right to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)terminate as provided herein, then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior the Casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesCasualty.

Casualty Damage. If there occurs any fire or other casualty causes damage to the Project and: (i) insurance proceeds are unavailable Premises and the estimated cost to Landlord or are insufficient to repair and restore the Project Premises to substantially its pre-the condition existing before the fire or other casualty condition; or is in excess of Two Hundred Fifty Thousand Dollars (ii) more than 30% of the total area of the Building is damaged$250,000), then Landlord shall have the right to terminate the Lease as of the date of the damage by giving Tenant notice in writing of its election within thirty (30) days after the date of incident. If the estimated cost of repairs in not in excess of Two Hundred Fifty Thousand Dollars ($250,000) or if such cost is in excess of Two Hundred Fifty Thousand Dollars ($250,000) and Landlord elects not to terminate the Lease, Landlord shall promptly commence repair the damage and restore the Premises to their former condition, to the extent of the insurance proceeds made available to Landlord, as soon as reasonably possible and shall use good faith efforts to complete such repairs within one hundred eighty (180) days of the date of damage. Base Rent shall be abated during the period of restoration to the extent the Premises are not reasonably usable for the use permitted by this Lease. If Landlord repairs the Premises, the amount of any deductible paid by Landlord [not to exceed Twenty-five Thousand Dollars ($25,000)] shall constitute "Operating Expenses" and shall be reimbursed by Tenant. If completion of the repairs is estimated to require more than one hundred eighty (180) days from the date of the incident, then Tenant may terminate this Lease and all obtain the unaccrued obligations return of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenantits Security Deposit. If there occurs any casualty Tenant does not elect to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews terminate or does not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this the Lease and all the unaccrued obligations as a result of the parties heretofire or casualty, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the waives any right to terminate this Lease by sending at least 30 based on the actual amount of time taken to complete such repairs, provided Landlord works diligently to complete the same. However, if Landlord fails to diligently work to complete the same, whether or not because of the insufficiency of insurance proceeds, and such failure continues following the giving of thirty (30) days’ prior written ' notice to Landlord within 30 days after such estimated date of completionLandlord, provided this Lease shall remain in full force and effect and then Tenant shall no longer have the right to may terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building is damagedPremises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date of the Casualty, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building or Premises occurs. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior Casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of the Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after LandlordTenant’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesCompletion Estimate.

Casualty Damage. If there occurs In the event of damage to or destruction of the --------------- Demised Premises caused by fire or other casualty, or any casualty such damage or destruction to the Project and: Building or the facilities necessary to provide services and normal access to the Demised Premises in accordance herewith, Landlord shall undertake to make repairs and restorations with reasonable diligence as hereinafter provided, unless this Lease has been terminated by Landlord or Tenant as hereinafter provided or unless any mortgagee which is entitled to receive d\casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the cost of such repairs and restoration. If (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building damage is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) nature or extent that, in Landlord’s 's and Tenant's reasonable judgment, the repair and restoration work would require more than 210 consecutive ninety (90) days to complete after the casualty would be required (assuming with normal work crews not engaged in overtime); and hours) to repair and restore the part of the Demised premises or building which has been damage, or (ii) the casualty occurs during Demised Premises or the last 12 months of Building is so damaged that, in Landlord's reasonable judgment, it is uneconomical to restore or repair the Demised Premises or the Building, as the case may be, or (iii) less than one (1) year then remains on the current Lease Term, Landlord shall so advise Tenant promptly, and Tenant shall each have either party, in the right to terminate this Lease cases described in clauses (i) and all (iii) above, or Landlord, in the unaccrued obligations of the parties heretocase described in clause (ii) above, by sending written notice of such termination to the other party within 60 thirty (30) days after the date of any such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair damage or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant destruction shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after such estimated the date of completionsuch notice. In the event of fire or other casualty damage, provided this Lease shall remain is not terminated pursuant to the terms of this paragraph and is otherwise in full force and effect and Tenant effect, Landlord shall no longer have proceed diligently to restore the right to terminate this Lease if Landlord delivers possession of the Demised Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a substantially its condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment occurrence of the loss under insurance policies, Laws, and Force Majeure Eventsdamage. Landlord shall not be liable for obligated to repair or restore andy alterations, additions, fixtures or equipment which Tenant may have installed (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Demised Premises as of the expiration or earlier termination of this Lease) unless Tenant in a manner satisfactory to Landlord, assures payment in full of all costs as may be incurred by Landlord in connection therewith. Tenant shall, at its sole expense, insure the value of its leasehold improvements, fixtures, equipment and personal property located in or on the Demised Premises. If there are any inconvenience such alterations, fixtures or annoyance additions and Tenant does not assure or agree to Tenant assure payment of the cost of restoration of repair as aforesaid, Landlord shall have the right to restore the Demised Premises to substantially the same conditions as existed prior to the damage excepting such alterations, additions or Tenant Indemnitees, injury to Tenant’s business, or pain fixtures. The validity and suffering, resulting effect of this Lease shall not be impaired in any way from such damage by the failure of Landlord to complete repairs and restoration of the Demised Premises or of the Building within ninety (90) days after commencement of the work, even if Landlord had in good faith notified Tenant that the repair thereofand restoration could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration and provided, further, that in the event andy such repairs delay Tenant from resuming its business at the Demised Premises for more than one hundred twenty (120) days after the date of casualty, for any reason, Tenant may terminate this Lease by giving written notice thereof to Landlord. Notwithstanding In the foregoingcase of damage to the Demised Premises which is of a nature or extent that Tenant's continued occupancy of all or a part of the Demised Premises is substantially impaired to the extend that Tenant cannot conduct its business therein, Tenant’s obligation to pay then the Fixed Rent and Additional Rent otherwise payable by Tenant hereunder shall be equitably abated or adjusted or abated during from the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result date of such casualty. Tenant shall have no right to terminate this Lease as a result casualty throughout the duration of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisessuch impairment.

Casualty Damage. If there occurs the Premises shall be destroyed or damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty, (b) Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas, or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damagedProject, Landlord then Landlord, at Landlord's sole option, shall have the right to terminate this Lease and all Lease, regardless of whether the unaccrued obligations of the parties hereto, Premises are affected by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after In such notice is given to Tenant. If there occurs any casualty event, all Rent owed up to the Premises and: time of termination shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iix) the Premises is rendered Untenantable by fire or any other casualty occurs during which is not caused by the last 12 months fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the Term, Landlord and Tenant shall each have repairs within the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party Premises which are within 60 Landlord's Repair Obligations within two hundred forty (240) days after the date of such that casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is as reasonably estimated by Landlord; and (z) Landlord has not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Lease, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior delivering written notice to Landlord within 30 thirty (30) days after such estimated date receipt of completionwritten notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, provided this Lease shall remain in full force and effect and then Tenant shall no longer be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease if Landlord delivers possession as the result of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Leasesuch casualty, then Landlord shall use commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty with the understanding that Landlord will purchase 100% current market replacement property insurance coverage for the Building including the Premises, so long as available at commercially reasonable efforts to cause terms; and except for those repairs 1001 3rd Avenue South - Select Comfort Corporation - NNN (2016 v1.1) which are within Landlord's Repair Obligations, all costs and expenses of restoring the damage to Premises shall be repaired (exclusive of borne by Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage any casualty or the repair thereof. Notwithstanding or restoration work made necessary by the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result occurrence of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisescasualty.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "Casualty"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 180 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building occurs. If this Lease is not terminated pursuant In addition to this paragraph and Landlord fails Landlord's right to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)terminate as provided herein, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession if: (a) a substantial portion of the Premises to Tenant has been damaged by Casualty and such damage cannot reasonably be repaired within 30 60 days after Landlord’s receipt of Tenant’s termination notice. If the Completion Estimate; (b) there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment is less than 18 months of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall Term remaining on the date of such Casualty; (c) the Casualty was not be liable for any inconvenience caused by the negligence or annoyance to willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result provides Landlord with written notice of such casualty. Tenant shall have no right its intent to terminate this Lease as a result of any damage or destruction within 45 days after the date of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesCasualty.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building is damagedPremises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within two hundred seventy (270) days from the date of Casualty, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than one (1) year of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) the Building has been materially damaged and any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; (3) a material uninsured loss to the Building or Premises occurs; or (4) such portion of the Building has been so damaged so that substantial alteration or reconstruction of the Building shall, in Landlord’s opinion, be required and, in each case, provided Landlord terminates the leases of all other similarly situated tenants in the Building taking into account commercially relevant factors, including the remaining terms of the leases. If this Lease the entire Premises or any Common Area necessary to provide access to the Premises is not terminated pursuant to this paragraph restored and Landlord fails to complete available for Tenant’s occupancy within one (1) year from the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Casualty, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior upon written notice to Landlord. Tenant, upon written notice given to Landlord within 30 ninety (90) days after such estimated the date of completionthe Casualty, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession the Premises shall be materially damaged and there is less than one (1) year of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to Term remaining on the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment date of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesCasualty.

Casualty Damage. If there occurs If, before the Closing Date, the improvements on the Property are damaged by any insured casualty and the cost to restore such improvements, as reasonably determined by Buyer, is more than Two Hundred Thousand Dollars ($200,000), Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If, before the Closing Date, the improvements on the Property are damaged by any casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by Seller and Buyer, is more than Fifty Thousand Dollars ($50,000), Seller and Buyer each shall have the right, by giving notice to the Project and: other within thirty (i30) insurance proceeds days after Seller gives notice of the occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If, before the Closing Date, the improvements on the Property are unavailable to Landlord or are insufficient damaged by any insured casualty and the cost to restore such improvements, as reasonably determined by Buyer, is Two Hundred Thousand Dollars ($200,000) or less, or the Project improvements on the Property are damaged by any casualty not covered by insurance and the cost to substantially its pre-casualty condition; restore such improvements, as reasonably determined by Seller and Buyer, is Fifty Thousand Dollars ($50,000) or (ii) more than 30% of the total area of the Building is damagedless, Landlord shall have or either Seller or Buyer has the right to terminate this Lease and all the unaccrued obligations Agreement pursuant to either of the parties hereto, by sending written notice of preceding sentences but neither Seller nor Buyer exercises such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)right, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease Agreement shall remain in full force and effect and Tenant shall no longer have and, on the Closing Date, any insurance proceeds (or, if not theretofore received, the right to terminate this Lease if Landlord delivers possession receive such proceeds) payable to Seller on account of the Premises damage shall be transferred to Tenant within 30 days after LandlordBuyer and the amount of any deductible under Seller’s receipt of Tenant’s termination notice. If there occurs any casualty insurance policy to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment extent of the loss under insurance policiesrestoration cost as reasonably determined by Seller and Buyer (or, Lawsin the case of an uninsured casualty, the restoration cost as reasonably determined by Seller and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent Buyer) shall be equitably adjusted or abated during a credit to Buyer against the period (if any) during which Tenant is not total purchase price for the Property. Seller shall give notice to Buyer reasonably able to use promptly after the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result occurrence of any damage or destruction to the improvements on the Property by any casualty. If necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by this section 6.3 and the period of the Premises, except as expressly provided thirty (30) days described in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premisessection 6.3 has expired, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, restoration cost has been determined by Seller and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesBuyer.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Buildings or Premises occurs. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior Casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of the Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession Tenant's receipt of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesCompletion Estimate.

Casualty Damage. If there occurs all or any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% part of the total area Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Building Premises is damagedrendered untenantable as a result of a fire or other casualty, the Rent shall xxxxx for the portion of the Premises that is untenantable and not used by Tenant, unless such casualty was caused by Tenant or Tenant Related Parties. Landlord shall have the right to terminate this Lease and all the unaccrued obligations if: (1) any part of the parties hereto, Building shall be damaged by sending written notice of such termination fire or other casualty (whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to Tenant within 60 days after such rebuild the Building in substantially the same form as existed before the fire or casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs ; (3) the Premises have been damaged; (4) any casualty Mortgagee requires that the insurance proceeds be applied to the Premises and: (i) in Landlord’s reasonable judgment, payment of the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime)mortgage debt; or (ii5) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination a material uninsured loss to the other party within 60 days after the date of such casualtyBuilding occurs. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the may exercise its right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord notifying Tenant in writing within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Eventscasualty. Landlord shall not be liable for any inconvenience loss or annoyance to Tenant or Tenant Indemnitees, injury damage to Tenant’s business, Property or pain and suffering, to the business of Tenant resulting in any way from such damage the fire or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such other casualty. Landlord and Tenant shall have no right to terminate this Lease as a result hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises, except as expressly Premises shall be those specifically provided in this SectionLease. The provisions of this Lease, including this SectionArticle XVII, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the Project, and any Law Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute similar or regulation, successor Laws now or hereafter hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Property.

Casualty Damage. 17.01 If there occurs any casualty the Premises shall be partially destroyed by fire or other casualty, the damages may, at the sole option of Lessor, be repaired by and at the expense of Lessor or an appropriate insurer and the rent until such repair is made shall be apportioned according to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession part of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination noticewhich is useable by Lessee. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord No penalty shall use commercially accrue for reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that delay which may arise by reason of adjustment adjustments of insurance on the loss under insurance policies, Laws, and Force Majeure Eventspart of Lessor or for reasonable delay on account of “labor troubles” or any other cause beyond Lessor’s control. Landlord If Lessor shall decide not be liable for any inconvenience to restore or annoyance not to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of rebuild the Premises, or if the Premises are totally damaged or are rendered wholly untenable by fire or other casualty, or if the Premises shall be so damaged that Lessor shall decide to demolish it or to rebuild it, then Lessor may, within ninety (90) days after such fire or other casualty, give Lessee a notice in writing of such decision and thereupon the terms of this Lease shall expire and terminate effective as of the date of the casualty and Lessee shall immediately vacate the Premises and surrender the same to Lessor, and except as expressly may otherwise be provided herein, the obligations of the parties hereto shall cease and terminate. Additionally, if the Premises are totally damaged or are rendered wholly untenable by fire or other casualty, then Lessee may, within ninety (90) days after such fire or other casualty, give Lessor a fifteen (15) day notice in this Section. The provisions writing of Lessee’s decision to terminate the Lease and thereupon the terms of this LeaseLease shall expire and terminate effective fifteen (15) days from the date of such notice and Lessee shall vacate the Premises by such date and surrender the same to Lessor, including this Sectionand except as may otherwise be provided herein, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part the obligations of the Premises, parties hereto shall cease and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisesterminate.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event the Premises have been damaged and there is damagedless than two (2) years of the Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building or in the event Landlord will not be permitted by applicable law to rebuild the Building in substantially the same form as existed prior to the fire or casualty, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days days' after the date of such casualty. Such notice termination shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day effective as of the Term. If this Lease is not terminated pursuant date of fire or casualty, with respect to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion any portion of the repair Premises that was rendered untenantable, and restoration work (subject the date specified in Landlord's notice, with respect to extension for delays caused solely by Tenant and Force Majeure Events)any portion of the Premises that remained tenantable. In addition to Landlord's rights to terminate as provided herein, then Tenant shall have the right to terminate this Lease if: (1) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior fire or other casualty and such damage cannot reasonably be repaired within sixty (60) days after the date of such fire or other casualty; (2) there is less than one (1) year of the Lease Term remaining on the date of such casualty; (3) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (4) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 thirty (30) days after such estimated the date of completionthe fire or other casualty. If neither Landlord nor Tenant elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Premises (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) to substantially the same condition they were in immediately prior to the happening of the casualty, provided this Lease that if Landlord does not have sufficient proceeds to substantially complete the restoration of the Leasehold Improvements in the Premises and Landlord elects not to fund any shortfall, Landlord shall remain in full force so notify Tenant and effect and Tenant Tenant, within ten (10) days thereafter, shall no longer have the right to terminate this Lease by the giving of written notice to Landlord. Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the Leasehold Improvements, if any, shall not require Landlord delivers possession to expend for such repair and restoration work more than the insurance proceeds actually received by the Landlord as a result of the Premises casualty. When the repairs have been completed by Landlord, Tenant shall complete the restoration or replacement of all Tenant's Property necessary to Tenant within 30 days after Landlord’s receipt of permit Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment 's reoccupancy of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated on a per diem basis during the period (if any) during which Tenant is not reasonably able time and to use the extent any damage to the Premises causes the Premises to be rendered untenantable. Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease Term relating to the effect upon leases of partial or an applicable portion thereof as a result total destruction of such casualtyleased property. Landlord and Tenant shall have no right to terminate this Lease as a result agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to the Project and: Landlord. In case (i) insurance proceeds are unavailable to Landlord the Building shall be so damaged that in Landlord's reasonable judgment, substantial alteration or are insufficient to restore reconstruction of the Project to substantially its pre-casualty condition; Building shall be required (whether or not the Premises has been damaged by such casualty), (ii) more Landlord will not be permitted by applicable law to rebuild the Building in substantially the same form as existed prior to the fire or casualty, or (iii) Material Damage (below defined) has occurred and there is less than 30% one (1) year of the total area Lease Term remaining on the date of such casualty, (iv) any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the Building is damagedmortgage debt, or (v) any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: forty-five (i45) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice In addition, provided an Event of Default shall specify a termination not then be continuing, in the event the Premises has suffered Material Damage and either (x) there is less than one (1) year of the Lease Term remaining on the date not fewer than 30 nor of such casualty or (y) there shall require more than 90 days after such notice is given four (4) months for Landlord to complete Landlord's completion of repairs or restoration required of Landlord following the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair fire or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)casualty, then and in either such event Tenant also shall have the right be entitled to terminate this Lease by sending at least 30 days’ prior written notice to notifying Landlord in writing of such termination, within 30 forty-five (45) days after such estimated the date of completionsuch casualty (in the case of (x) above) or within fifteen (15) days after the date of Landlord's estimate (which shall be provided by Landlord no later than forty-five days following the casualty) to Tenant of the time reasonably anticipated to be required to complete the requisite repairs and restorations (in the case of (y) above). Such termination shall be effective as of the date of fire or casualty, with respect to any portion of the Premises that was rendered untenantable, and the effective date of termination specified in Landlord's notice, or, if applicable, Tenant's notice, with respect to any portion of the Premises that remained tenantable. However, no portion of the Premises shall be deemed to be tenantable in the event by reason of the damage to the remaining portion of the Premises Tenant is unable to reasonably conduct its business therein and Tenant actually does not conduct business within such undamaged portion of the Premises. If Landlord, or if applicable, Tenant, does not does not elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease Lease) located within the Premises, if any, which Landlord has insured to substantially the same condition they were in immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the Leasehold Improvements, if any, shall remain in full force not require Landlord to expend for such repair and effect restoration work more than the insurance proceeds actually received by the Landlord (plus the deductible maintained by Landlord) as a result of the casualty. When repairs to the Premises have been completed by Landlord, Tenant shall complete the restoration or replacement of all Tenant's Property necessary to permit Tenant's reoccupancy of the Premises, and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of Tenant's ability to pay such costs prior to Landlord's commencement of repair and restoration of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated on a per diem basis during the period (if any) during which Tenant is time and to the extent any damage to the Premises causes the Premises to be rendered untenantable and not reasonably able to use used by Tenant. If the Premises or an applicable any other portion thereof as a result of such casualty. the Building is damaged by fire or other casualty resulting from the negligence of Tenant or any Tenant Related Parties, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable (except to the extent Landlord is entitled to be reimbursed by the proceeds of any rental interruption insurance), and Tenant shall have no right be liable to terminate this Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease as a result Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. If there occurs any part of the Premises is damaged by fire or other casualty, Lessee shall give prompt notice to Lessor. If damage by fire or other casualty reasonably precludes occupancy of any substantial part of the Premises, or if the Project is so damaged that in Lessor's sole judgment, substantial alteration or reconstruction of the Project is required (whether or not the Premises have been damaged by the casualty), or if any mortgagee of the Property requires application of the insurance proceeds to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% reduction of the total area of the Building is damagedmortgage debt, Landlord shall have the right to or if any material uninsured loss occurs, Lessor may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant notifying Lessee within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: sixty (i60) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such the casualty. Such notice shall specify a termination date If Lessor does not fewer than 30 nor more than 90 elect to terminate this Lease, it shall, within sixty (60) days after such notice is given the date of the casualty, notify Lessee of that decision and of the estimated repair time. If the damage reasonably precludes occupancy of any substantial part of the Premises and if the estimated repair time to restore that part of the other party, but in no event shall the termination date be Premises to a condition that reasonably permits occupancy will extend beyond six (6) months after the last day date of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)casualty, then Tenant shall have the right Lessee may elect to terminate this Lease by sending at least 30 so notifying Lessor within ten (10) days after receipt of notice of Lessor's decision not to terminate this Lease. If Lessor elects not to terminate this Lease (or if Lessor is not entitled to terminate this Lease), and if Lessee does not elect to terminate this Lease (if Lessee has that option under the preceding sentence), Lessor shall restore (or shall cause the owner of the Building to restore) the Project and the Improvements to substantially their former condition as soon as reasonably possible; provided, however, that, if the repair and restoration is not substantially completed within six (6) months after the date of the casualty, then Lessee may thereafter terminate this Lease on thirty (30) days’ ' prior written notice to Landlord Lessor unless such repair and restoration is substantially completed within 30 days after such estimated date of completionthirty (30)-day period. However, provided this Lease in no event shall remain in full force and effect and Tenant shall no longer have the right Lessor be required to terminate this Lease if Landlord delivers possession (i) restore any part of the Premises Improvements in excess of Building standard quantities or qualities unless proceeds of Lessee's fire and extended coverage insurance are made available to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs Lessor for that purpose, or (ii) spend any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment amount in excess of the loss under insurance policiesproceeds actually received by Lessor (or by the owner of the Building, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or as the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if anycase may be) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such the casualty. Tenant Lessor shall have no right allow Lessee a fair reduction of rent (including, without limitation, Expense Rent) during the time and to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of extent the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesPremises are unfit for occupancy.

Casualty Damage. If there occurs (a) Tenant shall give immediate notice (by telephone, confirmed in writing) to Landlord of any casualty damage caused to the Project and: Premises by fire or other casualty, and if neither party elects to terminate this Lease as provided in Paragraph 15(b), Landlord shall proceed with reasonable diligence and at its sole cost and expense to repair and restore the Premises (other than any Alterations to the Premises performed by Tenant and any personal property of Tenant) to substantially the same condition as immediately prior to said damage or destruction. (b) If (i) insurance proceeds are unavailable to Landlord the Building or are insufficient to restore the Project to Premises shall be destroyed or substantially its pre-damaged by a casualty conditionnot covered by Landlord’s insurance; or (ii) 25% or more than 30of the Premises is damaged or rendered untenantable by a casualty covered by Landlord’s insurance; or (iii) the Premises are not affected but 25% of the total area Building or such portion of the Public Areas as shall render the Premises or the Building untenantable is damageddamaged or rendered untenantable, then in any such event Landlord shall have the right may elect either to terminate this Lease or to proceed to rebuild and all repair the unaccrued obligations Premises (subject to the limitations set forth in Paragraph 15(a) above) or that portion of the parties hereto, by sending Building so damaged. Landlord shall give written notice to Tenant of such termination to Tenant election within 60 90 days after the occurrence of such casualty. Such notice shall specify a termination date not fewer than 30 nor If 25% or more than 90 days after such notice is given to Tenant. If there occurs any casualty to of the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the is damaged or rendered untenantable by a casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 twelve (12) months of the Term, Landlord and Tenant shall each have the right may also elect to terminate this Lease and all the unaccrued obligations upon sixty (60) days’ written notice to Landlord. If such notice of termination shall be given, this Lease shall terminate as of the parties hereto, by sending written date provided in such notice of such termination to (if the other party within 60 days after Term shall have commenced) with the same effect as if that date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to were the other party, but in no event shall the termination date be after the last day of the TermExpiration Date. If neither party elects to terminate this Lease is not terminated pursuant to this paragraph Lease, and Landlord fails to complete commences repair and reconstruction as set forth herein, then in the repair or restoration work within 90 days after Landlord’s estimated date for completion of event the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)of the Premises and/or Tenant’s access thereto is not substantially complete within one hundred eighty days of the casualty event, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior upon written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of Landlord. (c) If the Premises are damaged and the Lease is not terminated pursuant to Tenant within 30 days after Landlord’s receipt of Paragraph 15(b), the Basic Rent and the Additional Rent payable pursuant to Paragraph 4 hereof shall be abated in proportion to the degree in which Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able ability to use the Premises is impaired during the period of any damage, repair or an applicable portion thereof restoration provided for in this Paragraph 15 (i.e., until such time as a result of Landlord has satisfied its restoration obligations under this Paragraph 15). Except for such casualty. abatement, Tenant shall have no right not be entitled to terminate this Lease as a result of any compensation or damage or destruction for loss in the use of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all whole or any part of the PremisesPremises and/or any inconvenience or annoyance occasioned by damage, and destruction, repair or restoration. 16. Eminent Domain (a) Subject to the rights of Landlord to relocate Tenant pursuant to Paragraph 27(n), if the whole or any Law with respect to portion of the Premises shall be acquired or condemned by eminent domain for any rights public or obligations concerning damage quasi-public use or destruction purpose, this Lease shall terminate as of the date of the vesting or acquisition of title in the absence condemning authority with the same effect as if said date were the Expiration Date. In addition, if the whole or any portion of an express agreement between the partiesBuilding other than the Premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.shall, at the

Casualty Damage. If there occurs the Premises or any part thereof shall be damaged --------------- by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged by fire or other casualty to the Project and: (i) insurance proceeds are unavailable to Landlord that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building is damagedshall, in Landlord's reasonable opinion, be required (whether or not the Premises shall have been damaged by such fire or other casualty), Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: sixty (i60) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualtydamage, in which event the Rent shall be abated as of the date of such damage. Such If the Premises shall be so damaged by fire or other such that, in Landlord's reasonable opinion, restoration or repairs would require a period of time greater than one hundred eighty (180) days (excluding any Force Majeure Delays) to substantially complete, then either Landlord or Tenant may terminate this Lease by delivering written notice shall specify a termination date not fewer than 30 nor more than 90 thereof within ten (10) days after Landlord has made such notice is given to the other party, but in no event shall the termination date be after the last day of the Termdetermination. If this Lease is Landlord or Tenant, as the case may be, does not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right elect to terminate this Lease by sending at least 30 days’ prior written notice and provided insurance proceeds and any contributions from Tenant, if necessary, are available to fully repair the damage, Landlord shall within 30 ninety (90) days after such estimated the date of completion, provided this Lease such damage or as soon as reasonably practicable commence to repair and restore the Building and shall remain in full force and effect and Tenant shall no longer have proceed with reasonable diligence to restore the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Building (except that Landlord shall use commercially reasonable efforts to cause the damage to not be repaired (exclusive of Tenant’s Propertyresponsible for delays outside its control) to a substantially the same condition as nearly as practicable to that existing in which it was immediately prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment happening of the loss casualty; provided, Landlord shall not be required to rebuild, repair, or replace any part of Tenant's furniture, furnishings or fixtures and equipment removable by Tenant or any improvements, alterations or additions installed by or for the benefit of Tenant, other than the Tenant Improvements, under the provisions of this Lease. Landlord shall not in any event be required to spend for such work an amount in excess of the insurance policiesproceeds (excluding any deductible) and any contributions from Tenant, Lawsif necessary, and Force Majeure Eventsactually received by Landlord as a result of the fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant IndemniteesTenant, injury to the business of Tenant’s business, loss of use of any part of the Premises by the Tenant or pain and suffering, loss of Tenant's personal property resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises are unfit for occupancy. If the Premises or an applicable any other portion thereof as a result of the Building be damaged by fire or other casualty resulting from the intentional or negligent acts or omissions of Tenant or any of Tenant's Representatives, the Rent shall not be diminished during the repair of such casualty. damage to the extent Landlord does not receive insurance proceeds for lost rentals and Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of all or any portion of the Building caused thereby (including, without limitation, any deductible) to the extent such cost and expense is not covered by insurance proceeds. In the event the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have no the right to terminate this Lease as a result by delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Tenant of any damage or destruction of the Premisessuch event, except whereupon all rights and obligations shall cease and terminate hereunder. Except as expressly otherwise provided in this Section. The Section 27, Tenant hereby waives the provisions of this LeaseSections 1932(2.), including this Section1933(4.), constitute an express agreement between Landlord 1941 and Tenant with respect to any and all damage to, or destruction of, all or any part 1942 of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesCalifornia Civil Code.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the Term; or (v) any owner, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations other than Landlord, of any damaged portion of the parties hereto, by sending written notice of Project does not intend to repair such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termdamage. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements and trade fixtures, and if the estimated or actual cost of restoring any Tenant-Insured Improvements and trade fixtures exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date for completion of the repair demand. No Casualty and no restoration work (subject performed as required hereunder shall render Landlord liable to extension for delays caused solely by Tenant, constitute a constructive eviction, or excuse Tenant and Force Majeure Events)from any obligation hereunder; provided, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionhowever, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease that if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of or any Common Area necessary for Tenant’s termination notice. If there occurs any casualty access to the Premises and neither party terminates this Leaseis damaged by a Casualty, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damagethen, with commercially reasonable speed and diligenceduring any time that, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part such portion of the Premises.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending upon written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 10 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day receipt of the TermCompletion Estimate. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)In addition, then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior Casualty and such damage cannot reasonably be repaired within 60 days after Tenant receives the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such casualty, and (c) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated date receipt of completionthe Completion Estimate. Tenant, provided this Lease however, shall remain in full force and effect and Tenant shall no longer not have the right to terminate this Lease if Landlord delivers possession the Casualty was caused by the negligence or intentional misconduct of the Premises Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 30 90 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment date of the loss under insurance policiesCasualty, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no the right to terminate this Lease as a result of any damage or destruction if: (1) the Premises have been materially damaged and there is less than 1 year of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part Term remaining on the date of the Premises, and Casualty; (2) any Law with respect Mortgagee requires that the insurance proceeds be applied to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part payment of the Premisesmortgage debt; or (3) a material uninsured loss to the Building occurs (provided that Landlord has maintained the insurance required hereunder).

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a “Casualty”), Landlord, but in no event later than 45 days following the date of Casualty, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 Business Days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building or Premises occurs. If this Lease is not terminated pursuant In addition to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject right to extension for delays caused solely by Tenant and Force Majeure Events)terminate as provided herein, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession if: (a) a substantial portion of the Premises to Tenant has been damaged by Casualty and such damage cannot reasonably be repaired within 30 60 days after Landlord’s receipt of Tenant’s termination notice. If the Completion Estimate; (b) there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment is less than 1 year of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall Term remaining on the date of such Casualty; (c) the Casualty was not be liable for any inconvenience caused by the negligence or annoyance to willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result provides Landlord with written notice of such casualty. Tenant shall have no right its intent to terminate this Lease as a result of any damage or destruction within 60 days after the date of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesCasualty.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event the Premises have been damaged and there is damagedless than one (1) year of the Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice termination shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day effective as of the Term. If this Lease is not terminated pursuant date of fire or casualty, with respect to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion any portion of the repair Premises that was rendered untenantable, and restoration work (subject the date specified in Landlord's notice, with respect to extension for delays caused solely by Tenant and Force Majeure Events)any portion of the Premises that remained tenantable. In addition to Landlord's rights to terminate as provided herein, then Tenant shall have the right to terminate this Lease if (1) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior fire or other casualty; (2) there is less than one (1) year of the Lease Term remaining on the date of such casualty; (3) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors, and (4) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 thirty (30) days after such estimated the date of completionthe fire or other casualty. If neither Landlord nor Tenant elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease Lease) located within the Premises, if any, which Landlord has insured to substantially the same condition they were in immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the Leasehold Improvements, if any, shall remain in full force not require Landlord to expend for such repair and effect restoration work more than the insurance proceeds actually received by the Landlord as a result of the casualty. When repairs to the Premises have been completed by Landlord, Tenant shall complete the restoration or replacement of all Tenant's Property necessary to permit Tenant's reoccupancy of the Premises, and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of Tenant's ability to pay such costs prior to Landlord's commencement of repair and restoration of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated on a per them basis during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises are untenantable. If the Premises or an applicable any other portion thereof as a result of such casualty. the Building is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or contractors, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable, and Tenant shall have no right be liable to terminate this Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease as a result Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. If there occurs any casualty to the Project Premises and: (i) insurance proceeds are unavailable the casualty damage is of a nature or extent that, in Landlord’s reasonable judgment (to be communicated to Tenant within sixty (60) days from the date of the casualty), the repair and restoration work would require more than two hundred ten (210) consecutive days to complete after the determination by Landlord of the required repair or are insufficient to restore the Project to substantially its pre-casualty conditionrestoration work (assuming normal work crews not engaged in overtime); or (ii) more than thirty percent (30% %) of the total area of the Building is extensively damaged; or (iii) the casualty occurs in the last Lease Year of the Term and Tenant has not exercised a renewal right; or (iv) insurance proceeds are unavailable or insufficient to repair the damage, Landlord either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, hereto by sending written notice of such termination to the other party within 60 ten (10) days after of Tenant’s receipt of the date of such casualtynotice from Landlord described above. Such written termination notice shall is to specify a termination date not fewer no less than 30 nor more than 90 fifteen (15) days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termits transmission. If this Lease is not terminated pursuant to this paragraph and neither Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by nor Tenant and Force Majeure Events), then Tenant shall have the right elects to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date an event of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty damage or destruction to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition or any part thereof as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoingset forth above, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use for such time as the Premises or an applicable portion thereof is not capable of being used by Tenant for its Permitted Use (as a result reasonably determined by Landlord and Tenant). Notwithstanding anything herein to the contrary, if any such damage is not repaired by Landlord within two hundred ten (210) days from the determination by Landlord of the required repair or restoration work, Tenant shall have the option to terminate this Lease and be released of all obligations hereunder by written notice to Landlord received prior to substantial completion of such casualtyrepair work. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the PremisesPremises or any part thereof, except as expressly provided in this SectionArticle 14. The provisions of this Lease, including this SectionArticle, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law statute or regulation of the State of Texas, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. If there occurs any casualty If, prior to the Project andClosing, any of the Improvements are damaged by fire or other casualty (collectively, "Casualty"), as promptly as possible after Property Owner learns of such Casualty, Property Owner shall deliver to CBL/OP written notice thereof ("Casualty Loss Notice") together with Property Owner's determination as to whether the damage constitutes a "Material Damage" (as defined below). For the purposes of this Section 11.3, "Material Damage" shall mean damage to the Improvements which is of such nature that the cost of restoring the Improvements to their condition prior to the Casualty will, in Property Owner's reasonable determination as provided in the Casualty Loss Notice, exceed Two Million Dollars ($2,000,000), whether or not such damage is covered by insurance. If, prior to the Closing, the Improvements sustain Material Damage by a Casualty, CBL/OP may, at CBL/OP's option, terminate this Agreement by delivering written notice thereof to Property Owner and Escrow Agent within the earlier of (a) 10 Business Days after CBL/OP's receipt of the Casualty Loss Notice or (b) the Closing Date. If the Improvements are damaged by a Casualty which is not a Material Damage, or if CBL/OP fails to deliver written notice of termination within the time period set forth hereinabove for a Material Damage, then: (i) insurance proceeds are unavailable the parties shall proceed to Landlord or are insufficient to restore close this transaction in accordance with the Project to substantially its pre-casualty conditionterms of this Agreement; or (ii) more than 30% of at the total area of Closing, CBL/OP shall receive a credit against the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty Total Consideration in an amount equal to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.deductible under

Casualty Damage. If there occurs the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case a Building shall be so damaged by fire or other casualty to the Project and: that fifty percent (i50%) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damagedrequires substantial alteration or reconstruction, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Termopinion, Landlord and or Tenant shall each have the right to may terminate this Lease and all as to such Building only or Tenant may terminate this Lease in whole by notifying the unaccrued obligations of the parties hereto, by sending written notice other party in writing of such termination to the other party within 60 ninety (90) days after the date of such casualtydamage, in which event the Rent shall be abated as of the date of such damage but only to the extent and during the time period Tenant is not reasonably able, in Tenant’s good faith business judgment, to conduct its operations in the Building during such ninety (90) day period. Such notice If the Building or any part thereof shall specify a termination date not fewer than 30 nor be damaged by fire or other casualty such that the repair of such damage or casualty shall require more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails nine (9) months to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work ([subject to extension for delays caused solely by attributable to Tenant’s or any of Tenant’s Representatives’ acts or omissions (collectively, “Tenant Delays”), or to acts or events beyond Landlord’s control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, discontinuance of any utility or other service required for performance of the reparation work, moratoriums, governmental agencies, delays on the part of governmental agencies, weather, and the lack of availability or shortage of specialized materials used in the construction of the Building (collectively, “Force Majeure EventsDelays”)], then either Tenant shall have or Landlord may terminate this Lease as to such Building only by notifying the right other party of such election to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 thirty (30) days after the date on which it is determined by Landlord and Tenant of the length of time necessary to substantially complete such estimated repairs, in which event the Rent shall be abated as of the date of completionsuch damage but only to the extent and during the time period Tenant is not reasonably able, provided this Lease shall remain in full force and effect Tenant’s good faith business judgment, to conduct its operations in the damaged portion of the Building. Landlord and Tenant shall no longer have determine in writing of the right determination of the percentage of the Building damaged or the length of time to complete the reparation of such damage as soon as reasonably possible after Landlord is notified in writing of the damage, but in all events within ninety (90) days of Landlord’s receipt of such notification from Tenant in writing. If neither party exercises their rights to so elect to terminate this Lease if in accordance with the aforesaid provisions, and provided insurance proceeds are available to fully repair the damage (excluding any deductible), Landlord delivers possession shall within ninety (90) days after the date of such damage commence to repair and restore the Building and shall proceed with reasonable diligence to restore the Building (except that Landlord shall not be responsible for any Tenant Delays or any Force Majeure Delays and all time periods for performance by Landlord shall be extended commensurately by the period of time attributable to such delays) to substantially the same condition in which it was immediately prior to the happening of the Premises casualty; provided, Landlord shall not be required to Tenant within 30 days after Landlord’s receipt rebuild, repair, or replace any part of Tenant’s termination notice. If there occurs furniture, furnishings, fixtures, equipment removable by Tenant, the Tenant Improvements or any casualty to other improvements, alterations or additions installed by or for the Premises and neither party terminates benefit of Tenant under the provisions of this Lease, then or Tenant’s initial Alterations. If they are not becoming part of the Building, which requires insurance coverage under Landlord’s Property Insurance. Landlord shall use commercially reasonable efforts not in any event be required to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment spend for such work an amount in excess of the loss insurance proceeds (excluding any deductible) actually received by Landlord as a result of the fire or other casualty, provided that Landlord has complied with its insurance obligations under insurance policies, Laws, and Force Majeure EventsSect. 12.5.. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant IndemniteesTenant, injury to the business of Tenant, loss of use of any part of the Premises by the Tenant or loss of Tenant’s business, or pain and suffering, personal property resulting in any way from such damage or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent during the time and to the extent the Building is unfit for occupancy. Notwithstanding anything to the foregoingcontrary contained herein (except as set forth below), if the Building or any portion Lease Agreement dated December 16, 2002. thereof be damaged by fire or other casualty resulting from the Intentional or negligent acts or omissions of Tenant or any of Tenant’s obligation to pay Fixed Rent and Additional Representatives, (i) the Rent shall not be equitably adjusted or abated diminished during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result repair of such casualty. damage, (ii) Tenant shall not have no any right to terminate this Lease as a result due to the occurrence of such casualty or damage, and (iii) Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of all or any portion of the Building caused thereby (including, without limitation, any deductible) to the extent such cost and expense is not covered by insurance proceeds and Landlord has no responsibility for the lack of insurance coverage. However, Landlord expressly hereby releases Tenant to the extent of Landlord’s insurance coverage (but only the amount in excess of Landlord’s deductible), from any liability for loss or damage caused by fire or any casualties even if such fire or other casualties should be brought about by the negligence of Tenant or Tenant’s Representatives. In the event the holder of any damage or destruction indebtedness secured by the Building requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the Premisesdate of notice to Tenant of any such event, whereupon all rights and obligations shall cease and terminate hereunder except as for those obligations expressly provided in this Section. The provisions intended to survive any such termination of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged --------------- by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged to the Project and: extent of forty percent (i40%) insurance proceeds are unavailable to Landlord or are insufficient to restore more (whether or not the Project to substantially its pre-casualty condition; Premises shall have been damaged by such casualty) or (ii) more than 30% of in the total area event any mortgagee of the Building is damagedshould require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building (provided Landlord maintains insurance as required by Xxxxxxxxx 00), Landlord shall have the right to Xxxxxxxx may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualtydamage. Such notice must specify the termination date, which shall specify a termination date be at lease thirty (30) days but not fewer than 30 nor more than 90 sixty (60) days after the date such notice is given given, in case the building shall be so damaged to the other party, but in no event extent of forty percent (40%) or more (whether or not the Premises shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely have been damaged by Tenant and Force Majeure Eventssuch casualty), then Tenant shall have the right to may, at its option, terminate this Lease by sending at least 30 days’ prior written notice to notifying Landlord in writing of such termination within 30 thirty (30) days after such estimated the date of completionsuch damage. Such notice must specify the termination date, provided this Lease which shall remain in full force and effect be at lease thirty (30) days but not more than sixty (60) days after the date such notice is given. If Landlord and Tenant shall no longer have the right do not thus elect to terminate this Lease if Lease, Landlord delivers possession shall commence and proceed promptly and diligently to restore the Building to substantially the same condition in which it was immediately prior to the happening of the casualty, except that Landlord's obligation to restore shall not exceed the scope of the work required to be done by Landlord at Landlord's expense in originally constructing the Building and installing the Tenant Improvements, nor shall Landlord be required to spend for such work an amount in excess of the insurance proceeds actually received by Landlord as a result of the casualty. When the portions of the Premises to originally furnished at Landlord's expense have been restored by Landlord, Tenant within 30 days after may, at Tenant's expense, complete the restoration of the Premises, including the reconstruction of all improvements in excess of those Tenant Improvements originally installed at Landlord’s receipt 's expense, and the restoration of Tenant’s termination notice. If there occurs any casualty to the Premises 's furniture and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Eventsequipment. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Rent and Additional Rent Landlord shall be equitably adjusted or abated allow Tenant a fair diminution of rent during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises are unfit for occupancy. If the Premises or an applicable any other portion thereof as a result of the Building or the Project be damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such casualty. damage and Tenant shall have no right be liable to terminate this Lease as a result Landlord for the cost of any damage the repair and restoration of the Building or destruction of the Project caused thereby to the extent such cost and expense is not covered by insurance proceeds. If the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premisesbuilding providing essential services to the Premise, and/or access to the Premises (the "Relevant space") are damaged in part or whole by fire or other casualty and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease is not terminated by Landlord or Tenant as permitted herein and such damage can be substantially repaired and restored within one hundred eighty (180) days from the date of such casualty, Landlord shall, at its expense, proceed promptly and diligently to repair and restore the Premises as provided for above in this Paragraph 24. This repair and restoration shall be made within such one hundred and eighty (180) day period unless delay is due to causes beyond Landlord's control. If the Relevant Space cannot be substantially repaired and restored within such one hundred eighty (180) day period, Landlord or tenant may, prior to commencement of such repair and restoration but within ten (10) days after reasonably determining that the repairs and restoration cannot be made within such one hundred eighty (180) day time period, terminate this Lease by giving written notice to the other. Nevertheless, if the Relevant space is not repaired and restored within such one hundred eighty (180) day time period, tenant may (i) terminate this Lease at any damage time after the one hundred Eightieth (180) day and before the two hundred tenth (210/th/) day following the date of casualty, or destruction (ii) exercise any and all rights necessary to all or any part cause Landlord to complete such repair and restoration, including, without limitation, collection of the Premisesdamages.

Casualty Damage. If there occurs any the Demised Premises or the Center are damaged as a result of fire or other casualty insurable under standard fire and extended coverage insurance to such an extent that the Project and: cost of restoration, as reasonably estimated by Lessor, will equal or exceed fifty percent (i50%) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area replacement value of the Building is damagedDemised Premises or the Center, Landlord shall have then Lessor shall, not later than sixty (60) days following the right damage, give Lessee notice of Lessor’s election to terminate this Lease or restore the Demised Premises as hereinafter provided. In the event of said election to terminate this Lease, this Lease shall be deemed to terminate on the third (3rd) day after giving of said notice, and all the unaccrued obligations Lessee shall surrender possession of the parties heretoDemised Premises within a reasonable time thereafter, not to exceed twenty (20) days, and the rent, and other costs to be paid by sending written notice Lessee to Lessor shall be prorated to the date of such termination to Tenant within 60 days after such the casualty. Such notice If the cost of restoration, as reasonably estimated by Lessor, shall specify a termination date not fewer amount to less than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: fifty percent (i50%) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of said replacement value of the TermDemised Premises or the Center, Landlord and Tenant shall each have the right or if Lessor does not elect to terminate this Lease as hereinabove provided, (a) Lessor shall restore the Demised Premises with reasonable diligence until completion, and all (b) Lessee shall rebuild, repair and restore its fixtures, furnishings, signs and equipment. In the unaccrued obligations event that the use of the parties heretoDemised Premises is affected by such damage, there shall be either an abatement or an equitable reduction in rent based on the period for which, and the extent to which, the Demised Premises are not reasonably usable for the purposes for which they are leased hereunder. Notwithstanding any other provision contained in this Lease to the contrary, if the holder of any mortgage or deed of trust on the Center refuses to make proceeds of Lessor’s insurance policy(ies) available for restoration, Lessor may terminate this Lease by sending giving written notice to Lessee. If the Demised Premises or the Center are damaged as a result of a casualty not insured against (or if the proceeds of such termination insurance will not pay for the replacement or restoration or if the proceeds are not received by Lessor), Lessor shall be under no obligation to restore, replace or rebuild the Demised Premises, and this Lease shall be deemed terminated on the thirtieth (30th) day following notice by Lessor of its election to terminate this Lease. Notwithstanding anything to the other party within 60 days after contrary set forth in this paragraph 22, in the date event of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day any casualty damage which materially diminishes Lessee’s use of the Term. If this Lease is Demised Premises and which cannot terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work be repaired within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)such damage, then Tenant Lessee shall have the right to terminate this Lease by sending at least 30 days’ prior delivery of written notice to Landlord within 30 days after Lessor. In such estimated date of completionevent, provided this Lease shall remain in full force and effect and Tenant shall no longer have terminate on the right thirtieth (30th) day following such notice to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesLessor.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to the Project and: (i) insurance proceeds are unavailable to Landlord. Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% shall notify Tenant of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant estimated repair period within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice However, in case the Building shall specify be damaged to the extent greater than fifty percent (50%) of the replacement value of the Building (whether or not the Premises shall have been damaged by such casualty) or in the event there is less than two (2) years of the Lease Term remaining or in the event Landlord’s mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within ninety (90) days after the date of such casualty. If Landlord does not fewer than 30 nor elect to terminate this Lease, but if more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day seventy-five percent (75%) of the Term. If this Lease is not terminated pursuant to this paragraph Premises shall have been damaged by such casualty and Landlord fails to complete less than twelve (12) months shall remain in the repair or restoration work within 90 days after Landlord’s estimated date for completion term at the end of the estimated repair and restoration work period, or if the repairs are estimated by Landlord to take more than nine (subject 9) months to extension for delays caused solely by Tenant and Force Majeure Events)complete, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notifying Landlord in writing of such termination within thirty (30) days following receipt of Landlord’s notice to of the estimated repair period. If neither Tenant nor Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right thus elects to terminate this Lease if Lease, Landlord delivers possession of shall commence and proceed with reasonable diligence to restore the Building, and the improvements located within the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to substantially the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a same condition as nearly as practicable to that existing in which it was immediately prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment happening of the loss under insurance policiescasualty. When the repairs described in the preceding two sentences have been completed by Landlord, LawsTenant shall complete the restoration of all furniture, fixtures and Force Majeure Eventsequipment which are necessary to permit Tenant’s reoccupancy of the Premises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional except that Rent shall be equitably adjusted or abated during from the period (if any) during which Tenant is not reasonably able to use date of the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction for any portion of the Premises that is unusable by Tenant, which abatement shall be in the same proportion that the RSF in the Premises which is unusable by Tenant bears to the total RSF in the Premises, except as expressly ; provided that Tenant shall not be entitled to any abatement of Rent if the damage or destruction in this Sectionthe Premises is restored within five (5) Business Days after Landlord’s receipt of written notice from Tenant of the occurrence of the damage or destruction. The provisions of this Lease, including this SectionParagraph 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or any other portion of the Project, and any Law statute or regulation of the state in which the Project is located, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or any other portion of the Project.

Casualty Damage. If there occurs the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged by fire or other casualty to the Project and: (i) insurance proceeds are unavailable to Landlord that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building is damaged(i.e., more than ten percent (10%) of the full replacement value of the Building) shall, in Landlord’s sole opinion, be required (whether or not the Premises shall have been damaged by such fire or other casualty), Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualtydamage, in which event the Rent shall be abated as of the date of such damage. Such notice If Landlord does not elect to terminate this Lease, and provided insurance proceeds and any contributions from Tenant, if necessary, are available to fully repair the damage, Landlord shall specify a termination date not fewer than 30 nor more than 90 within one hundred twenty (120) days after the date of such notice is given damage commence to repair and restore the Building and shall proceed with reasonable diligence to restore the Building (except that Landlord shall not be responsible for delays outside its control) to substantially the same condition in which it was immediately prior to the other party, but in no event shall the termination date be after the last day happening of the Term. If casualty; provided, Landlord shall not be required to rebuild, repair, or replace any part of Tenant’s furniture, furnishings, fixtures and/or equipment removable by Tenant or any improvements, alterations or additions installed by or for the benefit of Tenant under the provisions of this Lease is not terminated pursuant to this paragraph other than the Tenant Improvements provided, further, however, that the Premises are damaged by any peril and Landlord fails to complete does not terminate the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Lease, then Tenant shall have the right option to terminate this the Lease if the Premises cannot be, or are not in fact, fully restored by sending at least 30 days’ Landlord to their prior written notice to Landlord condition within 30 one hundred sixty (160) days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, such date subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, extension for Tenant Delays and Force Majeure EventsDelays of up to ninety (90) days. Landlord shall not in any event be required to spend for such work an amount in excess of the insurance proceeds (excluding any deductible) and any contributions from Tenant, if necessary, actually received by Landlord as a result of the fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant IndemniteesTenant, injury to the business of Tenant, loss of use of any part of the Premises by the Tenant or loss of Tenant’s business, or pain and suffering, personal property resulting in any way from such damage or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent during the time and to the extent the Premises are unfit, in Tenant’s reasonable discretion, for occupancy. Notwithstanding anything to the foregoingcontrary contained elsewhere in this Lease, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable any other portion thereof as a result of the Building be damaged by fire or other casualty resulting from the intentional acts or omissions of Tenant or any of Tenant’s Representatives, (i) the Rent shall not be diminished during the repair of such casualty. damage, (ii) Tenant shall not have no any right to terminate this Lease as a result due to the occurrence of such casualty or damage, and (iii) Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of all or any portion of the Building caused thereby (including, without limitation, any deductible) to the extent such cost and expense is not covered by insurance proceeds. In the event the holder of any damage or destruction indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the Premisesdate of notice to Tenant of any such event, whereupon all rights and obligations shall cease and terminate hereunder except for those obligations expressly intended to survive any such termination of this Lease. Except as expressly otherwise provided in this Section. The Section 27, Tenant hereby waives the provisions of this LeaseSections 1932(2.), including this Section1933(4.), constitute an express agreement between Landlord 1941 and Tenant with respect to any and all damage to, or destruction of, all or any part 1942 of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesCalifornia Civil Code.

Casualty Damage. If there occurs If, before the Closing Date, the improvements on the Property are damaged by any insured casualty and the cost to restore such improvements, as reasonably agreed by Seller and Buyer, is more than Five Million Dollars ($5,000,000), Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If, before the Closing Date, the improvements on the Property are damaged by any casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by Seller and Buyer, is more than Two Million Dollars ($2,000,000) (such an event being referred to as a “Major Uninsured Casualty”), Seller and Buyer each shall have the right, by giving notice to the Project and: other within thirty (i30) insurance proceeds days after Seller gives notice of the occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If, in the event of a Major Uninsured Casualty, Seller elects to terminate this Agreement (as provided above), then Buyer may override such election by agreeing, in writing, to assume the responsibility for such damage with no right to any claim against Seller on account thereof, in which event the subject transaction shall proceed as if such damage had not occurred. If this Agreement terminates as result of an election by Buyer or Seller following a Major Uninsured Casualty the Deposit shall be immediately returned to Buyer. If, before the Closing Date, the improvements on the Property are unavailable to Landlord or are insufficient damaged by any insured casualty and the cost to restore such improvements, as reasonably determined by Buyer, is Five Million Dollars ($5,000,000) or less, or the Project improvements on the Property are damaged by any casualty not covered by insurance and the cost to substantially its pre-casualty condition; restore such improvements, as reasonably determined by Seller and Buyer, is Two Million Dollars ($2,000,000) or (ii) more than 30% of the total area of the Building is damagedless, Landlord shall have or either Seller or Buyer has the right to terminate this Lease and all the unaccrued obligations Agreement pursuant to either of the parties hereto, by sending written notice of preceding sentences but neither Seller nor Buyer exercises such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)right, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease Agreement shall remain in full force and effect and Tenant shall no longer have and, on the Closing Date, any insurance proceeds (or, if not theretofore received, the right to terminate this Lease if Landlord delivers possession receive such proceeds) payable to Seller on account of the Premises damage shall be transferred to Tenant within 30 days after LandlordBuyer and the amount of any deductible under Seller’s receipt of Tenant’s termination notice. If there occurs any casualty insurance policy to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment extent of the loss under insurance policies, Laws, restoration cost as reasonably determined by Seller and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent Buyer shall be equitably adjusted or abated during a credit to Buyer against the period (if any) during which Tenant is not total purchase price for the Property. Seller shall give notice to Buyer reasonably able to use promptly after the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result occurrence of any damage or destruction to the improvements on the Property by any casualty. If necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by this section 6.3 and the period of the Premises, except as expressly provided thirty (30) days described in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premisessection 6.3 has expired, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, restoration cost has been determined by Seller and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesBuyer.

Casualty Damage. If there occurs the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Complex shall be so damaged that substantial alteration or reconstruction of the Complex shall, in Landlord's reasonable opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event any mortgagee of Landlord's should require that the insurance proceeds payable as a result of a casualty be applied to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% payment of the total area mortgage debt and not to reconstruction of the Building Complex, or in the event of any material uninsured loss to the Complex for which Landlord is damagednot required to insure under the terms of this Lease, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualtydamage. Such notice shall specify a termination date In furtherance of the foregoing, but not fewer than 30 nor more than 90 in limitation thereof, if the repairs and restoration of the Premises cannot be completed within one hundred fifty (150) days after the occurrence of such notice is given damage (taking into account the time needed for removal of debris, preparation of plans and issuance of all required governmental permits), Landlord and Tenant shall have the right, at the option of either, to terminate this Lease as described in the other party, but in no event shall the termination date be following sentences. Within forty-five (45) days after the last day occurrence of such damage, Landlord shall provide reasonable assurances to Tenant that such repairs and restoration can be substantially completed within one hundred fifty (150) days of the Termoccurrence of the damage and that Landlord intends to perform such repairs and restoration. If Landlord so informs Tenant that such repairs and restoration can be completed within such time, this Lease is not terminated pursuant shall continue and Landlord shall use its reasonable best efforts to this paragraph complete said repairs and restoration within said 150-day period. If Landlord fails to complete provide such assurances, then Tenant shall have the repair or right to notify Landlord within fifteen (15) days that it is terminating this Lease. If the restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject Premises is not substantially completed within said 150-day period due to extension for delays caused solely by Tenant and Force Majeure Events)no fault of Tenant, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written giving notice to Landlord within 30 days after such estimated no later than the second business day following the end of said 150-day period. If this Lease is terminated pursuant to the preceding sentences, all rent payable hereunder shall be apportioned and paid to the date of completion, provided the occurrence of such damage. If this Lease shall remain in full force is not terminated, Landlord shall, following settlement of Landlord's insurance claims, promptly commence and effect and Tenant shall no longer have the right proceed with reasonable diligence to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to restore the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts the Complex to cause substantially the damage to be repaired (exclusive of Tenant’s Property) to a same condition as nearly as practicable to that existing in which they were immediately prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment happening of the loss under casualty, except that Landlord's obligation to restore shall not exceed the scope of the work required to be done at Landlord's expense in originally constructing the Complex and the scope of the work in the Premises as described in the Work Agreement attached hereto as Exhibit B, nor shall Landlord be required to spend an amount in excess of the deductible amount in Landlord's policy and the insurance policiesproceeds actually received by Landlord as a result of the casualty. At such time as Landlord has completed its reconstruction obligations as above set forth, LawsTenant shall, at Tenant's expense, complete the restoration of the Premises. Landlord shall not be liable to Tenant for the repair or replacement of any installation made by Tenant. Repairs or replacements of installations made by Tenant or of Tenant's furniture, fixtures, equipment and Force Majeure Eventscontents shall be made by Tenant at its sole cost. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Rent and Additional Rent Landlord shall be equitably adjusted or abated allow Tenant a pro rata diminution of rent during the period (if any) during which Tenant is not reasonably able to use time and based on the portion of the Premises that are damaged and unfit for occupancy. If the Premises or an applicable any other portion thereof as a result of the Complex is damaged by fire or other casualty resulting from the negligence of Tenant or any of Tenant's agents or employees, the rent hereunder shall not be diminished during the repair of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisesdamage.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damagedor Common Areas so that it or they will be substantially different structurally or architecturally, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the Term, Landlord and . Tenant shall each have the right to may terminate this Lease and all the unaccrued obligations Lease, by notifying Landlord within 30 days after receiving Landlord’s estimate of the parties heretotime required to substantially complete the Landlord Repairs, by sending written notice if (a) the Casualty has occurred during the last 12 months of the Term and has damaged a material portion of the Premises, and (b) such termination to estimate indicates that the other party damage cannot reasonably be repaired within 60 days after the date Tenant’s receipt of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termestimate. If this Lease is not terminated pursuant to this paragraph Section 10, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (other than trade fixtures) and any Common Area or restoration work portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Notwithstanding Section 9.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 9.2 with respect to any Tenant-Insured Improvements (the “Assigned Tenant Proceeds”), and if the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the Assigned Tenant Proceeds received by Landlord, Tenant shall pay such excess to Landlord (the “Tenant Excess”) within 90 15 days after Landlord’s estimated date demand. In no event shall Landlord be required to spend more for completion the restoration of any Tenant-Insured Improvements than the repair and restoration work (subject to extension for delays caused solely by applicable Assigned Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect Proceeds and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period Excess (if any) during which actually received by Landlord. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant is not reasonably able to use from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or an applicable any Common Area or portion thereof of the Base Building necessary for access to or tenantability of the Premises is damaged by a Casualty, then, during any time that, as a result of such casualty. Tenant damage, any portion of the Premises is inaccessible or untenantable and is not occupied by Tenant, Monthly Rent shall have no right be abated in proportion to terminate this Lease as a result the rentable area of any damage or destruction such portion of the Premises; provided that if a portion of the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct its business operations from such remaining portion, except as Tenant shall be entitled to a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted by this Lease and are not occupied by Tenant. 11 NONWAIVER. No provision hereof shall be deemed waived by either party unless it is waived by such party expressly provided and in this Sectionwriting, and no waiver of any breach of any provision hereof shall be deemed a waiver of any subsequent breach of such provision or any other provision hereof. The provisions Landlord’s acceptance of this LeaseRent shall not be deemed a waiver of any preceding breach of any provision hereof, including this Sectionother than Tenant’s failure to pay the particular Rent so accepted, constitute an express agreement between regardless of Landlord’s knowledge of such preceding breach at the time of such acceptance. Any acceptance by Landlord of payment of less than the full amount of Rent due hereunder shall not be deemed a waiver of Landlord’s right to receive the full amount of Rent due and Tenant with respect shall be applied first to the oldest Rent obligation then due and next to any and all damage tocurrent Rent obligation then due, in each case notwithstanding any statement to the contrary contained on or accompanying such payment from Tenant. No receipt of monies by Landlord from Tenant after the giving of any notice, the commencement of any suit, the issuance of any final judgment, or destruction ofthe termination hereof shall affect such notice, all suit or any part judgment, or reinstate or extend the Term or Tenant’s right of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisespossession hereunder.

Casualty Damage. 17.01 If there occurs any casualty the Premises shall be partially destroyed by fire or other casualty, the damages may, at the sole option of Lessor, be repaired by and at the expense of Lessor or an appropriate insurer and the rent until such repair is made shall be apportioned according to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession part of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination noticewhich is useable by Lessee for its particular use. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord No penalty shall use commercially accrue for reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that delay which may arise by reason of adjustment adjustments of insurance on the loss under insurance policies, Laws, and Force Majeure Eventspart of Lessor or for reasonable delay on account of “labor troubles” or any other cause beyond Lessor’s control. Landlord If Lessor shall decide not be liable for any inconvenience to restore or annoyance not to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of rebuild the Premises, or if the Premises are totally damaged or are rendered wholly untenable by fire or other casualty, or if the Premises shall be so damaged that Lessor shall decide to demolish it or to rebuild it, then Lessor may, within ninety (90) days after such fire or other casualty, give Lessee a notice in writing of such decision and thereupon the terms of this Lease shall expire and terminate effective as of the date of the casualty and Lessee shall immediately vacate the Premises and surrender the same to Lessor, and except as expressly may otherwise be provided herein, the obligations of the parties hereto shall cease and terminate. Additionally, if the Premises are totally damaged or are rendered wholly untenantable by fire or other casualty, then Lessee may, within ninety (90) days after such fire or other casualty, give Lessor a fifteen (15) day notice in this Section. The provisions writing of Lessee’s decision to terminate the Lease and thereupon the terms of this LeaseLease shall expire and terminate effective fifteen (15) days from the date of such notice and Lessee shall vacate the Premises by such date and surrender the same to Lessor, including this Sectionand except as may otherwise be provided herein, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part the obligations of the Premises, parties hereto shall cease and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisesterminate.

Casualty Damage. If there occurs any the Leased Premises, shall be so damaged by fire or other casualty as to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damagedrender them wholly untenantable, and if such damage shall be so great that a competent architect, in good standing, selected by Landlord shall have the right certify in writing to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant 1 that the Premises, with the exercise of reasonable diligence, cannot be made fit for occupancy within one hundred eighty (180) working days, then this Agreement shall each have the right to cease and terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after from the date of the occurrence of such casualty. Such notice damage; and Tenant 1 thereupon shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given surrender to Landlord the other partyPremises and all interest hereunder, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair may reenter and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers take possession of the Premises and remove Tenant 1 therefrom. Tenant 1 shall pay rent and other charges duly apportioned, up to Tenant the time of such termination of this Agreement. If, however, the damage shall be such that said architect shall certify that the Premises can be made tenantable within 30 days after a one hundred eighty (180) day period, then, except as hereinafter provided Landlord shall repair the damage in a competent manner to the extent of the insurance proceeds received by Landlord’s receipt of Tenant’s termination notice. If there occurs any the fire or other casualty causing injury to the Premises and neither party terminates this Leaseor other parts of the building of which the Leased Premises form a part, then Landlord shall use commercially reasonable efforts to cause have been caused by the damage to negligence or misconduct of Tenant 1, its agents, servants, employees, or by any other person entering upon the Premises under express or implied invitation of Tenant 1, such injury shall be repaired by Landlord at the sole expense of Tenant 1. In case the building of which the Leased Premises form a part, shall be so injured or damaged, whether by fire or otherwise (exclusive though the Premises may not be affected, or if affected, can be repaired within said one hundred eighty (180) days) that Landlord within sixty (60) days after the happening of Tenant’s Property) such injury shall decide not to a condition as nearly as practicable reconstruct or rebuild the Building, then, notwithstanding anything contained herein to the contrary, upon notice in writing to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise effect given by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or 1 within said sixty (60) days, Tenant Indemnitees1 shall pay the rent properly apportioned up to such date, injury to Tenant’s business, or pain this Agreement shall terminate from the date of delivery of said written notice and suffering, resulting in any way from such damage or the repair thereofboth parties hereto shall be freed and discharged of all further obligations hereunder. Notwithstanding the foregoing, Tenant’s obligation in the event the holder of a mortgage granted by Landlord, covering the Leased Premises, fails to pay Fixed Rent and Additional Rent shall be equitably adjusted authorize the repair or abated during the period (if any) during which Tenant is not reasonably able to use restoration of the Premises or an applicable portion thereof fails to release the insurance proceeds, or if Landlord elects not to restore the Premises at its sole election, then this Agreement shall terminate as a result of the date Landlord notifies Tenant 1 of such casualtyevent and the rental payments and other charges due under the lease shall be apportioned to such notice date. Tenant 1 leased premises is separated from the Common Area by a 2-hour fire wall. Tenant 1 shall have no right construct any lease improvements desired (structural, electrical, plumbing etc) within the 2-hour fire wall so as not to terminate this Lease as a result of any damage or destruction compromise the effectiveness of the Premises, except as expressly provided in this Sectionwall. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part shall complete the installation of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part drywall installations of the Premisesfire wall. Tenant 1 shall maintain the 2-hour fire rating with all remaining construction / installations within leased premises.

Casualty Damage. If there occurs the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. If the Complex shall be so damaged by fire or other casualty to that reconstruction of the Project and: Complex shall, in Landlord’s reasonable opinion, require more than two hundred seventy (i270) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project days to substantially its pre-casualty condition; or (ii) more than 30% complete following the date of the total area of the Building is damagedcasualty, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, term and estate hereby granted by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: sixty (i60) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such the casualty. Such In all events the Base Rental and all other rent hereunder shall be abated as of the date of such damage. If Landlord does not elect to terminate the Lease pursuant to the foregoing, Landlord shall deliver to Tenant within sixty (60) days after the date of the casualty a written good faith estimate, as verified by an independent architect or general contractor selected by Landlord, of the amount of time reasonably required to repair and restore the Premises, the Complex and access thereto (“Completion Estimate”). Tenant may terminate this Lease by giving Landlord written notice shall specify of termination within thirty (30) days after Tenant’s receipt of the Completion Estimate (such termination notice to include a termination date providing not more than ninety (90) days for Tenant to vacate the Premises), if: (a) the Completion Estimate estimates that Landlord’s repairs to the Premises, the Complex or access thereto cannot reasonably be completed within two hundred seventy (270) days after the casualty, or (b) more than twenty percent (20%) of the Building is affected by the damage and fewer than 30 nor more than 90 days after such notice is given to twelve (12) months remain in the other party, but in no event shall the termination date be after the last day of the Lease Term. If this Lease is not terminated pursuant to this paragraph and neither Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by nor Tenant and Force Majeure Events), then Tenant shall have the right elect to terminate this Lease by sending at least 30 days’ prior written notice pursuant to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right foregoing (or otherwise are not entitled to terminate this Lease if pursuant to the foregoing), Landlord delivers possession shall promptly commence to repair and restore the Complex and shall proceed with due diligence to restore the Complex (except that Landlord shall not be responsible for delays outside its control) to substantially the same condition in which it was immediately prior to the happening of the Premises casualty (including without limitation restoration of all Landlord’s Work), except that Landlord shall not be required to rebuild, repair, or replace any of the improvements comprising Tenant’s Work or any part of Tenant’s furniture or furnishings or fixture and equipment removable by Tenant under the provisions of this Lease or any improvements installed by Tenant. If Landlord fails to substantially complete Landlord’s repair and SUBLEASE AGREEMENT Page 00 XXX XXXXXX XXXXXXX BUILDING restoration obligations as set forth in the preceding sentence within 30 days of the completion date set forth in the Completion Estimate, Tenant may terminate this Lease by giving Landlord written notice of termination at any time thereafter, but prior to such substantial completion of such work (such termination notice to include a termination date providing not more than ninety (90) days for Tenant to vacate the Premises). Tenant agrees that promptly after completion of such work by Landlord’s receipt of , Tenant will proceed with reasonable diligence and at Tenant’s termination notice. If there occurs any casualty sole cost and expense to the Premises restore, repair and neither party terminates this Leasereplace all alterations, then Landlord shall use commercially reasonable efforts additions, improvements, fixtures and equipment installed by Tenant (provided that Tenant may elect to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing commence its restoration work prior to the damage, completion of Landlord’s work provided such Tenant work is conducted in a manner so as to not unreasonable interfere with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsLandlord’s contractors). Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Rent and Additional Rent Landlord shall be equitably adjusted or abated allow Tenant a fair diminution of rent during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises are unfit for occupancy. If the Premises or an applicable any other portion thereof as a result of the Complex be damaged by fire or other casualty resulting from the gross negligence or willful misconduct of Tenant or any of Tenant’s agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such casualtydamage, and Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of the Complex caused thereby to the extent such cost and expense is not covered by insurance proceeds (unless the unavailability of insurance proceeds results from Landlord’s failure to maintain insurance coverages required under this Lease). Any insurance which may be carried by Landlord or Tenant against loss or damage to the Complex or to the Premises shall be for the sole benefit of the party carrying such insurance and shall be under its sole control. Tenant shall have no right use proceeds from insurance carried by Tenant to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord repair and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premisesrestore Tenant’s property.