Common use of Casualty Damage Clause in Contracts

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. 20.1 If the premises Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. 20.2 If the building Building shall be so damaged that substantial alteration or reconstruction of the Building shall, in Landlord's sole but 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 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 thirty (30) days after the date of such damage. 20.3 It the Premises are damaged by fire or other insured casualty, Landlord will give Tenant written notice casualty and in the reasonable estimation of the time that Landlord has determined in its reasonable discretion will be needed to repair Landlord's contractor for the damageBuilding, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the such damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can cannot be repaired substantially restored within one hundred twenty (120) days after the notice dateof such damage, the ( 1.) Landlord may cancel then Tenant may, at its option, terminate this lease Lease as of the date of such fire or casualty and the damage Lease Term shall end on such date as if that date have been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall use its best efforts to cause such general contractor to give Landlord and Tenant a written estimate of the estimated restoration period within thirty (30) days after the fire or other casualty. Tenant shall exercise its option provided herein by written notice given to Tenant on or before the notice date or Landlord within fifteen ( 2.15) Tenant may cancel this least as days after receipt of the date of the damage by general contractor's written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. estimate. 20.4 If neither Landlord nor Tenant so thus elects to cancel terminate this leaseLease, Landlord will diligently shall commence and proceed with reasonable diligence to repair restore the building and premises and monthly rent will be abated on a pro rata basis during Building to substantially the repair period based on same condition in which it was immediately prior to the proportion of rentable area happening of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if except that Landlord's obligation to restore shall not exceed the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as scope of the date work required to be done by Landlord in originally constructing the Building and installing Shell Improvements (as described in the Work Letter) in the Premises, nor shall Landlord be required to spend for such work an amount in excess of the casualty insurance proceeds actually received by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the Landlord as a result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this leasecasualty.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant immediately shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises. If the Premises or the buildingBuilding are totally destroyed by an insured peril, Landlord will have the option either to elect to repair the damage or to cancel this lease as of so damaged by an insured peril that, in Landlord’s reasonable estimation, rebuilding or repairs cannot be substantially completed within 180 days after the date of Landlord’s actual knowledge of such damage, then either Landlord or (if a Tenant Party did not intentionally cause such damage) Tenant may terminate this Lease by delivering to the casualty by other written notice thereof within 30 days after such damage, in which case, the rent shall be abated during the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10.(c), if this Lease is not terminated under Section 10.(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements or personal property required to be covered by Tenant’s insurance under Section 9. If the Premises are untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord’s repair or restoration work (the “Repair Period”), then the rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances and the Term shall be extended by the number of days in the Repair Period. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained or required to be maintained by Landlord hereunder or any Landlord’s Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord may terminate this Lease by delivering written notice of termination to Tenant on within 30 days after such destruction or before the notice date. e. If damage or such requirement is made known by any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenantsuch Landlord’s Mortgagee, its agentsas applicable, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the projectwhereupon all rights and obligations hereunder shall cease and terminate, except as set forth in for any liabilities of Landlord or Tenant which accrued before this leaseLease is terminated.

Casualty Damage. a. If the premises Project, Premises, Building or Common Area of the building are Building serving or providing access to the Premises, and/or the Parking Garage is damaged by fire or other casualty (whether or not the Premises are affected) (a) and in Landlord’s reasonable estimation, restoration thereof cannot reasonably be completed within two hundred ten (210) days after the date of the casualty; or (b) Landlord’s Mortgagee shall require that insurance proceeds, or any portion thereof, from Landlord’s insurance be used to retire the Mortgage debt in whole or in part such that the cost of performing the required repair and restoration exceeds the insurance proceeds available to Landlord; or (c) the damage results from a risk which is not fully insured casualtyunder the insurance policies required by the Lease (except for any deductible amount of such loss under the policy maintained by Landlord); or (d) there is substantial damage which occurs during the last eighteen (18) months of the Term, then in any such event Landlord shall give Tenant a written notice (the “Damage Notice”) no later than forty-five (45) days following the date of such damage including a good faith estimate of the date (“Estimated Restoration Date”) on which the repair of the damage will be substantially complete and whether the loss is covered by Landlord’s insurance coverage. Either Landlord or Tenant may elect to terminate this Lease by notice in writing to the other party within thirty (30) days after the date of Tenant’s receipt of the Damage Notice; provided, however, if the Damage Notice specifies that the insurance proceeds are insufficient to cover the cost of the repairs, Tenant may, in its sole discretion, elect to pay Landlord the excess of the cost of such repairs over the amount of available insurance proceeds, by giving Landlord notice thereof within 10 days after receipt of the Damage Notice, in which event neither party will elect to terminate this Lease based on the lack of sufficient insurance proceeds and Landlord will give proceed with the repair thereof, with Tenant written notice funding such excess cost to Landlord as the funds are required. If all or any portion of the time that Landlord has determined in its reasonable discretion will Premises, Building or Common Area of the Building serving or providing access to the Premises and/or the Parking Garage shall be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty casualty, Landlord shall, except as otherwise provided herein, repair, rebuild and restore the Project, Premises, Building and Common Area and/or Parking Garage (exclusive of Tenant’s Property) as promptly as practicable under the circumstances at the expense of Landlord. Such restoration shall be to substantially the same condition that existed prior to the extent casualty, except for modifications, if any, required by zoning and building codes and other applicable Laws then in effect and applicable to such restoration or by the holder of a Mortgage on the Building and any other modifications to the Common Areas deemed desirable by Landlord (provided (i) access to the Premises and any common restrooms serving the Premises is not materially impaired, and (ii) the quality and character of such modifications are no less than the condition that it can be repaired within sixty (60) days after existed prior to the notice datecasualty). Upon any damage to the Premises, Landlord will promptly begin shall repair, rebuild, and restore the Leasehold Improvements and Alterations (exclusive of Tenant’s Property) installed in the Premises to repair the damage after the notice date and will diligently pursue the completion of such repaircondition stated above. In that eventUnless Landlord or Tenant elects to terminate this Lease as provided in this Section, this lease Lease will continue remain in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of and Landlord shall repair such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises extent required in this Section as expeditiously as possible under the circumstances and, during the period required for restoration, a just and proportionate part of Rent shall be abated during the time and to the extent the Premises, or the buildingportion thereof, Landlord will have the option either to elect to repair the damage or to cancel are Untenantable (as defined in Section 6(b) of this lease Lease) as of the date of the casualty and such abatement shall continue until the Premises, or portion thereof, Building or Common Area of the Building serving or providing access to the Premises and/or the Parking Garage are repaired or rebuilt and made tenantable; provided however, if the damage to the Building or any Building Systems or Common Area of the Building serving or providing access to the Premises and/or the Parking Garage has not been repaired and the Premises made ready for occupancy within two (2) months after the Estimated Restoration Date, then Tenant shall have the right and option to terminate this Lease by giving written notice to Landlord within fifteen (15) days after the end of such two (2)-month period; provided, however, there shall be no abatement of Rent if Landlord provides to Tenant on other space in the Building which is reasonably suited for the temporary operation of Tenant’s business and Landlord pays all costs associated with moving the furniture, fixtures, equipment and telecommunication services Tenant requires in such space. Notwithstanding the foregoing, during any Rent abatement period under this Lease, Tenant shall pay Landlord as Rent Landlord’s normal charges for all services and utilities provided to and used by Tenant, if any, during the period of the Rent abatement. If Landlord should elect or before the notice date. e. If be obligated pursuant to this Lease to repair or rebuild because of any damage by fire or destruction, Landlord’s obligation to repair or restore the Premises, Building or any portion thereof shall be limited to the level of restoration stated above for the Building and the Leasehold Improvements in the Premises and shall not extend to any furniture, equipment, supplies or other casualty is the result of the willful conduct personal property owned or negligence or failure to act of leased by Tenant, its agentsemployees, contractors, employees invitees or invitees, monthly rent will licensees. Landlord shall not be abatedliable 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. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant will 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 right application to terminate this lease on account of Lease or any damage or destruction to all or any part of the premises, the building, or the project, except as set forth in this leasePremises.

Casualty Damage. a. If (a) During the premises Term hereof, if the Premises or the building are any part thereof shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant prompt written notice of thereof to Landlord. In case the time that Landlord has determined in its reasonable discretion will Building shall be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are so damaged by fire or other insured casualty to that substantial alteration or reconstruction of the extent that it can Building shall be required (whether or not the Premises shall have been damaged by such fire or other casualty), (i) if such damage cannot be repaired within two hundred seventy (270) days thereafter, as reasonably determined by Landlord, (ii) if any mortgagee under a mortgage or deed of trust covering the Building requires that the insurance proceeds payable as a result of said fire or other casualty be used to retire or reduce such mortgage debt, or (iii) if such damage is not covered by insurance carried by Landlord or required to be carried by Landlord under this Lease, Landlord may, at its option, terminate this Lease and the term and estate hereby granted by notifying Tenant in writing of such termination within fifty (50) days after the date of such damage, in which event the Rent shall be abated as of the date of such damage. If Landlord elects to repair the Premises and/or the Building, Landlord shall within sixty (60) days after the notice datedate 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 casualty, except 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. Tenant shall not be entitled to any compensation or damages from Landlord, and Landlord shall not be liable, 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, Landlord will promptly begin shall allow Tenant a diminution of Rent during the time and to repair the extent the Premises are unfit or unavailable for occupancy. Any insurance which may be carried by Landlord or Tenant against loss or damage after to the notice date and will diligently pursue Building or to the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will Premises shall be abated on a pro rata basis from for the date sole benefit of the party carrying such insurance and under its sole control. Tenant hereby specifically waives any and all rights it may have under any law, statute, ordinance or regulation to terminate the Lease by reason of casualty or damage until to the date Premises or Building, and the parties hereto specifically agree that the Lease shall not automatically terminate by law upon destruction of the completion Premises. Except as otherwise provided in this Section 22, Tenant hereby waives the provisions of such repairs (the "repair period") based on the proportion Sections 1932(2), 1933(4), 1941 and 1942 of the rentable area of the premises that Tenant is unable to use during the repair periodCalifornia Civil Code. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither In the event that Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or Premises and/or Building (if such damage prevents Tenant from using the buildingPremises pursuant to this Lease), Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by shall deliver written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result indicating Landlord’s good faith estimate of the willful conduct or negligence or number of days required to repair such damage within fifty (50) days following the date of such damage. If Landlord’s estimate is in excess of two hundred seventy (270) days, for a period of thirty (30) days following receipt of such notice, Tenant shall have the right, by delivery of written notice to Landlord, to terminate this Lease, which termination shall be effective upon delivery of such notice to Tenant by Landlord. The failure of Tenant to act provide such written notice within such time period, shall be deemed a waiver of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no ’s right to terminate this lease on account of any damage Lease pursuant to the premises, the building, or the project, except as set forth in this leasepreceding sentence.

Casualty Damage. a. If any part of the premises Premises is damaged or destroyed during the building are Term, Tenant shall cause the Premises to be restored to their condition existing immediately prior to the damage or destruction in accordance with plans and specifications and a budget for completion which have been approved in writing by Landlord. Tenant shall commence the restoration of the Premises within thirty (30) days following the date of the occurrence and shall thereafter diligently and without interruption prosecute the restoration to completion. All insurance proceeds payable in respect to said damage shall be paid to Landlord, who shall disburse the same to Tenant upon presentation to Landlord of invoices and appropriate certifications indicating completion of stages of said restoration, with Landlord retaining sufficient proceeds to assure completion of the work and payment of all potential lienors. Anything to the contrary notwithstanding, Tenant's failure to complete the restoration of the Premises as required by this Paragraph 14 by the ninetieth (90th) day following the date of the damage or destruction (unless said restoration could not reasonably be accomplished until a later date, in which case said later date shall apply as long as Tenant diligently and continuously pursues said restoration), shall be deemed to be a default by Tenant without the necessity of notice by Landlord. There shall be no abatement of Rent or alleviation or mitigation of any other obligation of Tenant under this Lease in the event any part of the Premises is damaged by fire or other insured casualty, Landlord will give Tenant regardless of the degree of damage. The foregoing notwithstanding, either party shall have the right to terminate this Lease upon ten (10) days' written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty other given not later than the thirtieth (6030th) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from day following the date of the damage until or destruction if: (i) any improvements to or upon the date Premises are damaged to the extent of fifty percent (50%) or more of the completion replacement value of such repairs (all improvements to and upon the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease Premises as of the date of the damage by written notice given immediately prior to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as destruction; and (ii) if such damage or destruction occurs at any time during the Term when twelve (12) calendar months or fewer remain until the scheduled expiration of the date of Term. If this Lease is terminated by either party pursuant to the casualty by written notice foregoing sentence, Tenant shall deliver to Tenant on or before Landlord all insurance proceeds received in connection with the notice date. e. If loss and any damage by fire or other casualty is additional amounts necessary to restore the result of Premises to their condition existing immediately prior to the willful conduct or negligence or failure occurrence in accordance with plans and specifications for the restoration acceptable to act of Landlord. Landlord shall refund all prepaid, unearned Rent to Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage shall pay Landlord all Rent earned up to the premisestermination date, as the buildingcase may be, such payment or refund to be made by the project, except as set forth in appropriate party within thirty (30) days following the termination of this leaseLease. The parties shall thereupon be relieved of all further obligations under this Lease. Tenant's obligations pursuant to this Paragraph 14 shall survive the termination of this Lease.

Casualty Damage. a. If the premises Premises or the building are any part thereof shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant prompt written notice thereof to Landlord. In case the Complex shall be so damaged that substantial alteration or reconstruction of the time that Landlord has determined Complex shall, in its Landlord's reasonable discretion will opinion, be needed to repair required (whether or not the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are Premises shall have been damaged by fire such casualty) or other insured 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 extent that it can be repaired payment of the mortgage debt and not to reconstruction of the Complex, or in the event of any material uninsured loss to the Complex for which Landlord is not required to insure under the terms of this Lease, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within sixty ninety (6090) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repairdamage. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date furtherance of the damage until foregoing, but not in limitation thereof, if the date repairs and restoration of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs Premises cannot be completed within sixty one hundred fifty (60150) days after the occurrence of such 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 set forth described in the following sentences. Within forty-five (b45) abovedays after the 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 occurrence of the damage and that Landlord intends to perform such repairs and restoration. If neither Landlord nor so informs Tenant so elects that such repairs and restoration can be completed within such time, this Lease shall continue and Landlord shall use its reasonable best efforts to cancel complete said repairs and restoration within said 150-day period. If Landlord fails to provide such assurances, then Tenant shall have the right to notify Landlord within fifteen (15) days that it is terminating this lease, Landlord will diligently proceed to repair Lease. If the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area restoration of the premises that Premises is not substantially completed within said 150-day period due to no fault of Tenant, Tenant shall have the right to terminate this Lease by giving notice to Landlord no later than the second business day following the end of said 150-day period. If this Lease is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage terminated pursuant to the premises or the buildingpreceding sentences, Landlord will have the option either all rent payable hereunder shall be apportioned and paid to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice occurrence of such damage. If this Lease is not terminated, Landlord shall, following settlement of Landlord's insurance claims, promptly commence and proceed with reasonable diligence to Tenant on or before restore the notice date. e. If any damage by fire or other casualty is Premises and the result of Complex to substantially the willful conduct or negligence or failure same condition in which they were immediately prior to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.the

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises or the buildingBuilding promptly on discovery of the same. If the Premises or the Building is totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s reasonable estimation, rebuilding or repairs cannot be substantially completed within 180 days after the date of Landlord’s actual knowledge of such damage, then either Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to the other written notice thereof within 30 days after Landlord notifies Tenant that the rebuilding or repairs cannot be substantially completed within 180 days, in which case, the rent shall be abated from the date of occurrence through the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10(c), if this Lease is not terminated under Section 10(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the contents required to be covered by Tenant’s insurance under Section 9. If the Premises are untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord’s repair or restoration work (the “Repair Period”) then the rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances and the Term shall be extended by the number of days in the Repair Period. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord’s Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord will have the option either may terminate this Lease by delivering written notice of termination to elect to repair the Tenant within 30 days after such destruction or damage or to cancel such requirement is made known by any such Landlord’s Mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Tenant which accrued before this lease as of Lease is terminated, provided that all Base Rent and any additional rent accruing after the date of the casualty shall be abated, and any rent or other monies paid in advance by written notice Tenant under the terms of this Lease for the period from and after the casualty shall be repaid to Tenant, and any Security Deposit to which Tenant is entitled shall be returned to Tenant on or before the notice datein accordance with Section 2(f). e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If the premises Premises or the building are any part thereof shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant prompt written notice thereof to Landlord. In case (i) the Premises are damaged due to a casualty or other event to the extent of fifty percent (50%) or more of the time that cost of replacement of the Premises or (ii) the Building is damaged due to a casualty or other event to the extent of fifty percent (50%) or more of the cost of replacement of the Building (whether or not the Premises shall have been damaged by such casualty) , Landlord has determined or Tenant may, at their respective option, terminate this Lease by notifying the other party in writing of such termination within ninety (90) calendar days after the date of such casualty. If this Lease is not terminated as provided for above, Landlord, at ▇▇▇▇▇▇▇▇’s sole cost and expense, shall promptly apply for all permits and licenses necessary to complete all required repairs and restoration of the Building, including the Premises, to at least as good condition as existed prior to the casualty, including with regard to the Premises all repairs necessary to bring the Premises to “vanilla box” standard (i.e., ready for Tenant to install its reasonable discretion will be needed fixtures and equipment). Landlord, at Landlord’s sole cost and expense, shall thereafter commence all required repairs upon receipt of all necessary permits and in all events complete all repair and restoration within three hundred and sixty-five (365) calendar days following the date of damage. If Landlord does not complete the required repairs and restoration and deliver the Premises to repair Tenant as required within three hundred and sixty-five (365) calendar days after the date of damage, Tenant shall have the right to terminate this Lease by providing written notice to Landlord, in which event this Lease shall terminate (a) effective as of the date of Tenant’s notice, in the event Tenant is not operating in the Premises, or (b) effective as of the date thirty (30) calendar days after delivery of Tenant’s notice, in the event Tenant is operating in any portion of the Premises. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇'s obligation to restore the Building, and the election (if any) that improvements located within the Premises shall not require Landlord has made according to this sectionexpend for such repair and restoration work more than the insurance proceeds actually received by Landlord as a result of the casualty. The notice will When the repairs described in the preceding two sentences have been completed by Landlord, Tenant shall complete the restoration of all furniture, fixtures and equipment which are necessary to permit Tenant's re-occupancy of the Premises. Landlord shall not be given before liable for any inconvenience or annoyance to Tenant or injury to the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises business of Tenant resulting in any way from such damage or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice daterepair thereof, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will Rent shall be abated on a pro rata basis from the date of the damage until the date or destruction for any portion of the completion of such repairs (Premises that is unusable by Tenant, which abatement shall be in the "repair period") based on same proportion that the proportion Rentable Area of the rentable area Premises which is unusable by Tenant bears to the total Rentable Area of the premises Premises; provided that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can shall not be repaired entitled to any abatement of Rent if the damage or destruction within one hundred twenty the Premises is restored within five (1205) days Business Days after the ▇▇▇▇▇▇▇▇'s receipt of written notice date, the ( 1.) Landlord may cancel this lease as from Tenant of the date occurrence of the damage by written notice given to Tenant on or before the notice date or ( 2destruction.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If there occurs any casualty to the premises Project (other than to the Premises) and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the building are damaged by fire Project to substantially its pre-casualty condition; or other insured casualty(ii) more than 30% of the total area of the Building is damaged, Landlord will give Tenant shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of the time that Landlord has determined in its reasonable discretion will be needed such termination to repair the damage, and the election (if any) that Landlord has made according 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 this sectionTenant. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured there occurs any casualty to the extent that 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, then Landlord shall promptly deliver to Tenant Landlord’s written estimate (“Landlord’s Repair Estimate”) of the time it can would take to repair and restore the Premises, and 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 Tenant’s receipt of Landlord’s Repair Estimate. 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 repaired after the last day of the Term. If this Lease is terminated pursuant to this Section 14, Tenant’s obligation to pay Rent shall terminate as of the date of such casualty. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 30 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) (however in no event shall such date be extended more than sixty (60) days after the notice datedue to Force Majeure Events), Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that then Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will shall have the option either right to elect to repair the damage or to cancel terminate this lease as of the date of the casualty Lease by sending at least 30 days’ prior written notice to Landlord within 60 days after such estimated date of completion. 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 on or before Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the notice date. e. If any damage by fire repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or other casualty 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 the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abatedsuch casualty. Tenant will shall have no right to terminate this lease on account Lease as a result of any damage to or destruction of the premises, the building, or the projectPremises, except as set forth expressly provided in this leaseSection. 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. a. If Tenant shall immediately notify Landlord of any material damage to or within the premises Premises or any part thereof. Within ten (10) business days after Tenant gives Landlord such notice, Landlord shall notify Tenant whether, in the reasonable judgment of Landlord, such damage or destruction can be repaired within four (4) months from the date of Landlord's receipt of notice from Tenant of such damage. Subject to the requirements of Landlord's Mortgagee (as that term is defined in Section 19) under any mortgage covering the Premises, and except as otherwise provided below, in the event of partial or total destruction of the Building or the building are damaged Premises by fire or other insured casualty, and if in Landlord's reasonable estimation such damage can be materially restored within four (4) months from the date of Landlord's receipt of notice from Tenant of such damage, Landlord will give Tenant written notice shall, as promptly as practicable repair, reconstruct or replace the portions of the time that Landlord has determined Building or the Premises destroyed to as nearly as possible their condition prior to such destruction. During the period of repairs or restoration this Lease shall continue but there shall be an abatement of rent in its reasonable discretion will be needed proportion to repair the damagepercentage of space or available power, and whichever is greater, within the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the Premises rendered untenantable by such fire or other insured such casualty. b. . If the premises or the building are damaged Building is (i) so extensively destroyed by fire or other insured casualty that it is not, in Landlord's reasonable opinion, reasonably susceptible of repair, reconstruction or replacement within four (4) months from the date of Landlord's receipt of notice from Tenant of such destruction, or (ii) the destruction of the Building by fire or other casualty occurs during the last year of the Term, then either Landlord or Tenant may terminate this Lease by giving written notice to the extent that it can be repaired other within sixty ninety (6090) days after the notice datedate of such destruction. In the event of termination, Landlord will promptly begin to repair this Lease shall terminate as of, and rent shall be appropriately apportioned through and abated from and after, the damage first rental payment date occurring after the delivery of the notice date and will diligently pursue the completion of such repairtermination. In the event that eventneither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage. During the period of repairs or restoration this lease will Lease shall continue in full force and effect except that monthly and there shall be an abatement of rent will be abated on a pro rata basis from in proportion to the date percentage of space or available power within the damage until the date of the completion of Premises rendered untenantable by such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent such casualty. Landlord has determined in its sole discretion can shall not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed required to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based or replace any damage or loss by or from fire or other cause to any partitions, additions, ceilings, floor coverings, trade fixtures or any other property or improvements installed on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualtyPremises by, or if the proceeds of belonging to, Tenant. Any insurance are insufficient to pay for the repair of any that may be carried by Landlord or Tenant against loss or damage to the premises Building or Premises shall be for the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as sole benefit of the date of the casualty by written notice to Tenant on or before the notice dateparty carrying such insurance and under its sole control. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant immediately shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises. If the Premises are totally destroyed by an insured peril or the buildingso damaged by an insured peril that, Landlord will have the option either to elect to repair the damage in Landlord's estimation , rebuilding or to cancel this lease as of repairs cannot be substantially completed within 210 days after the date of Landlord's actual knowledge of such damage, then Landlord shall immediately notify Tenant in writing of its intent not to rebuild. Landlord or (if a Tenant Party did not intentionally cause such damage) Tenant may terminate this Lease by delivering to the casualty by other written notice thereof within 30 days after Tenant's receipt of Landlord's notice of intent not to rebuild, in which case, the Rent shall be abated during the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10.(c), if this Lease is not terminated under Section 10.(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements or personal property required to be covered by Tenant's insurance under Section 9. If the Premises are untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work (the "REPAIR PERIOD"), then the Rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances and the Term shall be extended by the number of days in the Repair Period. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord may terminate this Lease by delivering written notice of termination to Tenant on within 15 days after such destruction or before the notice date. e. If damage or such requirement is made known by any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenantsuch Landlord's Mortgagee, its agentsas applicable, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the projectwhereupon all rights and obligations hereunder shall cease and terminate, except as set forth in for any liabilities of, Landlord and Tenant which accrued before this leaseLease is terminated.

Casualty Damage. a. If the premises Premises or the building are any part thereof shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant prompt written notice of the time that Landlord has determined in its reasonable discretion will be needed thereof to repair the damage, and the election (if any) that Landlord has made according to this sectionLandlord. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are Complex shall be so damaged by fire or other insured casualty that reconstruction of the Complex shall, in Landlord’s reasonable opinion, require more than two hundred seventy (270) days to substantially complete following the extent that it can be repaired date of the casualty, Landlord may, at its option, terminate this Lease and the term and estate hereby granted by notifying Tenant in writing of such termination within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until casualty. In all events the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or Base Rental and all other insured casualty to an extent Landlord has determined in its sole discretion can not rent hereunder shall be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease abated as of the date of such damage. If Landlord does not elect to terminate the damage by written notice given Lease pursuant to the foregoing, Landlord shall deliver to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days after the date of the casualty a written good faith estimate, as set forth in 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 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) abovemore than twenty percent (20%) of the Building is affected by the damage and fewer than twelve (12) months remain in the Lease Term. If neither Landlord nor Tenant so elects elect to cancel terminate this leaseLease pursuant to the foregoing (or otherwise are not entitled to terminate this Lease pursuant to the foregoing), Landlord will diligently proceed shall promptly commence to repair and restore the building Complex and premises and monthly rent will shall proceed with due diligence to restore the Complex (except that Landlord shall not be abated on a pro rata basis during responsible for delays outside its control) to substantially the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage same condition in which it was immediately prior to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date happening of the 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 ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, Tenant will proceed with reasonable diligence and at Tenant’s sole cost and expense to restore, repair and replace all alterations, additions, improvements, fixtures and equipment installed by Tenant (provided that Tenant may elect to commence its restoration work prior to the completion of Landlord’s work provided such Tenant work is conducted in a manner so as to not unreasonable interfere with Landlord’s contractors). Landlord shall not be liable for any inconvenience or annoyance to Tenant on or before injury to the notice date. e. business of Tenant 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 for occupancy. If the Premises or any damage other portion of the Complex be damaged by fire or other casualty is resulting from the result of the willful conduct or gross negligence or failure to act willful misconduct of Tenant or any of Tenant, its ’s agents, contractorsemployees, employees or invitees, monthly the rent will hereunder shall not be abateddiminished during the repair of such damage, 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 will have no right to terminate this lease on account of any against loss or damage to the premises, Complex or to the building, or Premises shall be for the project, except as set forth in this leasesole benefit of the party carrying such insurance and shall be under its sole control. Tenant shall use proceeds from insurance carried by Tenant to repair and restore Tenant’s property.

Casualty Damage. a. If the premises 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 are Building shall be so damaged by fire or other insured casualty, Landlord will give Tenant written notice casualty that substantial alteration or reconstruction of the time that Landlord has determined Building (i.e., the proposed cost of alteration or construction exceeds fifty percent (50%) of the then-existing replacement cost of the Building) shall, in its Landlord's reasonable discretion will opinion, be needed to repair required (whether or not the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the Premises shall have been damaged by such fire or other insured casualty. b. If the premises or the building are damaged ), Landlord may, at its option, terminate this Lease by fire or other insured casualty to the extent that it can be repaired notifying Tenant in writing of such termination within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that eventdamage, this lease will continue in full force and effect except that monthly rent will which event the Rent shall be abated on a pro rata basis from as of the date of such damage. If Landlord does not elect to terminate this Lease, and provided insurance proceeds are available to fully repair the damage until damage, Landlord shall within ninety (90) days after the date of such damage commence to repair and restore the completion of such repairs 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 "repair period") based on same condition in which it was immediately prior to the proportion happening of the rentable area 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 under the provisions of this Lease. If Landlord's repair or restoration work is not completed within two hundred seventy (270) days after the date of damage, Tenant shall have the right, upon written notice to Landlord, to terminate this Lease. Landlord shall not be liable for any inconvenience or annoyance to Tenant, injury to the business of Tenant, loss of use of any part of the premises that Premises by the Tenant is unable or loss of Tenant's personal property resulting in any way from such damage or the repair thereof, except that, subject to use the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent during the repair period. c. time and to the extent the Premises are unfit for occupancy. If the premises Premises or any other portion of the building are Building be damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can resulting from the intentional or negligent acts or omissions of Tenant or any of Tenant's Representatives, the Rent shall not be repaired diminished during the repair of such damage 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 the right to terminate this Lease by delivering written notice of termination to Tenant within one hundred twenty thirty (12030) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before of any such event, whereupon all rights and obligations shall cease and terminate hereunder. Except as otherwise provided in this Section 27, Tenant hereby waives the notice dateprovisions of Sections 1932(2. e. If any damage by fire or other casualty is the result ), 1933(4.), 1941 and 1942 of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this leaseCalifornia Civil Code.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant immediately shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Building. If the Building is totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord's reasonable estimation, rebuilding or repairs cannot be substantially completed within 180 days after the buildingdate of Landlord's actual knowledge of such damage, then either Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to the other written notice thereof within 30 days after such damage, in which case, the rent shall be abated from the date of occurrence through the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10.(c), if this Lease is not terminated under Section 10.(a) then Landlord shall restore the Building to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the furniture, fixtures or personal property required to be covered by Tenant's insurance under Section 9(a). If the Building is untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work (the "Repair Period"), then the rent for ------------- such period shall be reduced to such extent as may be fair and reasonable under the circumstances and the Term shall be extended by the number of days in the Repair Period. (c) If the Building is destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord will have the option either may terminate this Lease by delivering written notice of termination to elect to repair the Tenant within 30 days after such destruction or damage or to cancel such requirement is made known by any such Landlord's Mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Tenant which accrued before this lease as of Lease is terminated, provided that all Base Rent and any additional rent accruing after the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not shall be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If The parties hereto mutually agree that if the premises Leased Premises are partially or the building are damaged totally destroyed by fire or other insured casualtycasualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms hereof, the Landlord will give Tenant may, after thirty (30) days written notice of to Tenant, at its option, repair and restore the time that Landlord has determined Leased Premises as soon as it is reasonably practicable, to substantially the same condition in its reasonable discretion will be needed to repair which the Leased Premises were before such damage, and or it may terminate the election Lease; provided, however, that in the event the Leased Premises are completely destroyed or so badly damaged that repairs cannot be commenced within thirty (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (6030) days after the notice dateand completed within six (6) months thereafter, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, then this lease will continue in full force and effect except that monthly rent will Lease shall be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease terminable as of the date of the occurrence of the damage or destruction, by either party hereto by serving written notice given upon the other; and provided further, that in any event if repairs have not been commenced within thirty (30) days from the date of said damage and thereafter completed within a reasonable time, in no case to exceed six (6) months, this Lease may be immediately terminated by Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion occurrence of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of destruction by serving notice upon the date of Landlord. In the casualty by written notice to Tenant on event the Leased Premises are completely destroyed or before the notice date. e. If any damage so damaged by fire or other casualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms hereof that it cannot reasonably be used by Tenant for the purposes herein provided and this Lease is not terminated as above provided, then there shall be a total abatement of rent until said Premises are made usable. In the result of event the willful conduct Leased Premises are partially destroyed or damaged by fire or other hazard so that such Premises can be only partially used by Tenant for the purposes herein provided, then there shall be a partial abatement in the rent corresponding to the time and extent which such Premises cannot be used by Tenant. If the Premises shall be damaged by fire or other casualty resulting from the fault or negligence or failure to act of Tenant, its or the agents, contractorsemployees, employees or inviteeslicensees, monthly invitees of Tenant, such damage shall be repaired by and at the expense of Tenant under the direction and supervision of Landlord, and rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this leaseshall continue without abatement.

Casualty Damage. a. If If, during the term of this Lease, the building or the Leased Premises be destroyed by any cause or means whatsoever, or partially destroyed or damaged so as to render the Leased Premises unfit for occupancy, then this Lease shall cease to surrender said premises and all interests therein to said LANDLORD, and TENANT shall pay rent within this term only to the date of surrender, unless, within a period of thirty (30) days from the occurrence of any such damage to or destruction of the Leased Premises, LANDLORD and TENANT shall mutually agree that LANDLORD will restore the Leased Premises to substantially the condition as existed prior to the occurrence of such casualty and shall also mutually agree to keep this Lease in full force and effect; and in the event that LANDLORD and TENANT mutually agree within such thirty (30) day period, restoration of the Leased Premises by LANDLORD (but not thereafter) rent payable by TENANT shall abat▇. ▇▇ the premises or the building shall not be destroyed and are damaged by fire or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damagerendered only partially unfit for occupancy, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can shall be repaired repairable within sixty (60) days from the happening of said damage, then for the period of repairs (but not thereafter) the rental shall be abated in part in the same proportion that the premises are rendered unfit for occupancy, but if LANDLORD makes a reasonable effort to effect the repair of the premises, this Lease and the obligations of the parties hereunder shall not be otherwise affected, and the rent shall recommence immediately after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repairsaid repairs. In that event, this lease will continue in full force and effect except that monthly rent will be abated on If LANDLORD fails to make a pro rata basis from reasonable effort to complete the date repair of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired Leased Premises within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within said sixty (60) day period, TENANT shall have the option of terminating this Lease Contract by giving written notice of his intent to terminate the Lease Contract to LANDLORD within five (5) days as set forth in following the end of said sixty (b60) aboveday period. If neither Landlord nor Tenant said premises be so elects slightly injured as not to cancel this leasebe unfit for occupancy and if said LANDLORD shall make reasonable efforts to effect the repair of the premises, Landlord will diligently proceed to repair then and in that event, the building and premises and monthly rent will accrued or accruing shall not be abated on a pro rata basis during in whole or in part and this Lease and the obligations of the parties hereunder shall not be otherwise affected. If LANDLORD fails to make reasonable efforts to effect the repair period based on the proportion of rentable area of the premises that Tenant is unable within a reasonable time, TENANT shall have the option of terminating this Lease Contract by giving LANDLORD thirty (30) days written notice of this intent to use during terminate the repair period. d. Lease Contract. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient LANDLORD fails to pay for effect the repair of any damage to the premises or during said thirty (30) day period, then this Lease Contract shall be deemed terminated. If LANDLORD effects the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date premises within said thirty (30) day period, then this Lease and the obligations of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will parties hereunder shall not be abated. Tenant will have no right to terminate this lease on account of any damage to otherwise affected and the premises, the building, rent accrued or the project, except as set forth accruing shall not be abated in this leasewhole or in part.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises or the buildingBuilding promptly on discovery of the same. If the Premises or the Building is totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord's reasonable estimation, rebuilding or repairs cannot be substantially completed within 90 days after the date of Landlord's actual knowledge of such damage, then either Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to the other written notice thereof within 30 days after such damage, in which case, the rent shall be abated from the date of occurrence through the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10.(c), if this Lease is not terminated under Section 10.(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements or personal property required to be covered by Tenant's insurance under Section 9. If the Premises are untenantable, in whole or in part, during the period beginning on the dated such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work (the "REPAIR PERIOD"), then the rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord will have the option either may terminate this Lease by delivering written notice of termination to elect to repair the Tenant within 30 days after such destruction or damage or to cancel such requirement is made known by any such Landlord's Mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Tenant which accrued before this lease as of Lease is terminated, provided that all Base Rent and any additional rent accruing after the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not shall be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If 17.01 Tenant shall keep the premises Tenant-Insured Improvements insured against loss or damage caused by any peril covered under fire and all risk insurance in accordance with Section 15.02 of this Lease. The proceeds of such Tenant’s insurance shall be used by Tenant only for the building are damaged replacement or restoration of such Tenant-Insured Improvements in a manner to be designed by Tenant at the time, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, except that such proceeds shall be paid to Landlord if either (i) Landlord terminates this Lease under this Section 17, or (ii) Tenant terminates this Lease under this Section 17. All repairs and replacements of the Tenant-Insured Improvements shall be made by and at the expense of Tenant, using the entire proceeds of insurance on the Tenant-Insured Improvements plus an amount to be paid by Tenant equal to the deductible on Tenant’s insurance policy plus any proceeds of insurance that would have been available if Tenant had maintained the insurance required under this Lease (collectively, the “Tenant Restoration Funds”), except that Tenant may at any time elect not to repair or replace the Tenant-Insured Improvements, in which event Tenant shall pay over to Landlord (or release any claim to) the Tenant Restoration Funds, which payment shall not limit or otherwise affect Tenant’s other obligations under this Lease, including without limitation, Tenant’s obligation to pay Rent hereunder. 17.02 If, by fire or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty Premises or the Common Areas (60collectively a “Casualty”), all or any portion of the Premises becomes untenantable for Tenant’s use and enjoyment or inaccessible, Landlord, with reasonable promptness (not to exceed ninety (90) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date Casualty), shall cause a general contractor selected by Landlord to provide Landlord with a written estimate of the completion amount of such repairs (time required, using standard working methods, to substantially complete the "repair period") based on the proportion and restoration of the rentable area Premises (which for purposes of this Section 17 shall be deemed to include all of Tenant’s appurtenant rights provided under this Lease, including, without limitation, parking, access to generator areas and roof rights) and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). Landlord shall promptly forward a copy of the premises that Tenant is unable Completion Estimate to use during the repair period. c. Tenant. If the premises Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs Premises cannot be completed made tenantable within sixty two hundred ten (60210) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair from the building and premises and monthly rent will be abated on a pro rata basis during date the repair period based on is started (the proportion of rentable area of the premises that “Restoration Target Date”), then Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will shall have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage Lease upon written notice to the premises, the building, or the project, except as set forth in this lease.Landlord within ten

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant immediately shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or Premises. Within 30 days after Landlord has notice of the buildingdamage in question, Landlord will have shall deliver to Tenant its good faith estimate of the option either time necessary to elect complete Landlord's work with respect to repair the damage in question (the "DAMAGE ESTIMATE"). If the Premises are totally destroyed by an --------------- insured peril, or to cancel this lease as of so damaged by an insured peril that, in Landlord's good faith estimation, rebuilding or repairs cannot be substantially completed within nine months after the date of the casualty Landlord's actual knowledge of such damage, then either Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to Landlord written notice thereof within 15 days after Landlord delivers to Tenant on or before the notice dateDamage Estimate, in which case, the rent shall be abated during the unexpired portion of this Lease, effective upon the date such damage occurred, and Tenant shall pay to Landlord the amount of the deductible applicable to such damage. Time is of the essence with respect to the delivery of such notices. e. If (b) Subject to Section 10.(c), if this Lease is not terminated under Section 10.(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any damage by fire or other casualty is the result part of the willful conduct partitions, fixtures, additions and other improvements or negligence personal property required to be covered by tenant's insurance under Section 9. If the Premises are untenantable, in whole or failure in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work plus a reasonable period of time to act allow Tenant to install its fixtures and equipment in the Premises (not to exceed 30 days) (the "REPAIR PERIOD"), then the rent for ------------- such period shall he reduced to such extent as may be fair and reasonable under the circumstances (even if a Tenant Party caused such damage) and the Term shall be extended by the number of Tenant, days in the Repair Period. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its agents, contractors, employees Mortgage (defined below) or invitees, monthly rent will not be abatedto the Primary Lease (defined below) obligations. Tenant will have no right to Landlord may terminate this lease on account Lease by delivering written notice of termination to Tenant within 30 days after such destruction or damage or such requirement is made known by any damage to the premisessuch Landlord's Mortgagee, the buildingas applicable, or the projectwhereupon all rights and obligations hereunder shall cease and terminate, except as set forth in for any liabilities of Tenant which accrued before this leaseLease is terminated.

Casualty Damage. a. If the premises Premises or the building are any part thereof shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant prompt written notice of thereof to Landlord. In case the time that Landlord has determined in its reasonable discretion will Building shall be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are so damaged by fire or other insured casualty to that fifty percent (50%) or more of the extent that it can be repaired Building requires substantial alteration or reconstruction, in Landlord's reasonable opinion, Landlord or Tenant may terminate this Lease by notifying the other party in writing of such termination within sixty ninety (6090) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that eventdamage, this lease will continue in full force and effect except that monthly rent will which event the Rent shall be abated on a pro rata basis from as of the date of such damage but only to the damage until extent and during the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that time period Tenant is unable not reasonably able, in Tenant's good faith business judgment, to use conduct its operations in the Building during the repair such ninety (90) day period. c. . If the premises Building or the building are any part thereof shall be damaged by fire or other insured casualty such that the reparation of such damage or casualty shall require more than nine (9) months to an extent complete [subject to extension for delays 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 Delays")], then either Tenant or Landlord has determined in its sole discretion can not be repaired may terminate this Lease by notifying the other party of such election to terminate this Lease within one hundred twenty thirty (12030) days after the notice datedate on which it is determined by Landlord of the length of time necessary to substantially complete such repairs, in which event the ( 1.) Landlord may cancel this lease 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 damaged portion of the Building. Landlord shall notify Tenant in writing of the 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 in accordance with the aforesaid provisions, and provided insurance proceeds are available to fully repair the damage by written notice given to Tenant on or before the notice date or ( 2.excluding any deductible), Landlord shall within ninety (90) Tenant may cancel this least as of days after the date of such damage commence to repair and restore the damage by written notice given Building and shall proceed with reasonable diligence to restore the Building (except that Landlord if repairs canshall not be completed within sixty 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 casualty; provided, Landlord shall not be required to rebuild, repair, or replace any part of Tenant's furniture, furnishings, fixtures, equipment removable by Tenant, the Tenant Improvements (60) days other than the upgrade for the fire protection system as set forth in Exhibit B hereto) or any other improvements, alterations or additions installed by or for the benefit of Tenant under the provisions of this Lease, or Tenant's Initial Alterations. Landlord shall not in any event be required to spend for such work an amount in excess of the insurance proceeds (bexcluding any deductible) aboveactually received by Landlord as a result of the fire or other casualty. If neither Landlord nor shall not be liable for any inconvenience or annoyance to Tenant, injury to the business of Tenant, loss of use of any part of the Premises by the Tenant so elects or loss of Tenant's personal property resulting in any way from such damage or the repair thereof, except that, subject to cancel this leasethe provisions of the next sentence, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on shall allow Tenant a pro rata basis fair diminution of Rent during the repair period based on time and to the proportion of rentable area of extent the premises that Tenant Building is unable unfit for occupancy. Notwithstanding anything to use during the repair period. d. If the premises or the building are damaged by uninsured casualtycontrary contained herein, or if the proceeds of insurance are insufficient to pay for the repair of Building or any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage portion thereof be damaged by fire or other casualty is resulting from the result intentional or negligent acts or omissions of the willful conduct Tenant or negligence or failure to act any of Tenant's Representatives, its agents, contractors, employees or invitees, monthly rent will (i) the Rent shall not be abated. diminished during the repair of such damage, (ii) Tenant will shall not have no any right to terminate this lease on account Lease 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 indebtedness secured by the Building requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the premisesright to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Tenant of any such event, the building, or the project, 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 set forth otherwise provided in this leaseSection 28, Tenant hereby waives the provisions of Sections 1932(2.), 1933(4.), 1941 and 1942 of the California Civil Code.

Casualty Damage. a. If the premises Leased Premises shall be destroyed or damaged by fire or any other casualty, Tenant shall immediately give notice thereof to Landlord. If the building are Leased Premises shall be damaged by fire or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or which other insured casualty shall not be due to the neglect, act, omission or default of Tenant or any person claiming by, through or under Tenant, its agents, employees, customers, invitees or visitors so as to render the Leased Premises [ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. untenantable in whole or in part and to such an extent that it Landlord determines that such damage can be repaired with the application of reasonable diligence within sixty two hundred forty (60240) days, Tenant shall be entitled to a fair diminution of the rent hereunder until such time as the Leased Premises are made tenantable as determined by Landlord. Landlord shall notify Tenant within 60 days after receipt of Tenant’s notice of destruction or damage whether Landlord intends to proceed with repairs. If the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date Leased Premises or any other portion of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises Building, through no fault or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act neglect of Tenant, its agents, contractorsemployees, employees customers, invitees or inviteesvisitors, monthly rent will shall be destroyed or damaged by fire or any other casualty to such an extent that Landlord determines that such damage cannot be abated. repaired with the application of reasonable diligence within two hundred forty (240) days, and if the Leased Premises are rendered untenantable in whole or in part by reason of such casualty, then, Landlord shall so notify Tenant will have no right and (a) at the option of Landlord, (i) Tenant shall be entitled to a fair diminution of the rent hereunder until such time as the Leased Premises are made tenantable as determined by Landlord, or (ii) Landlord may terminate this lease on account of any damage Lease whereupon all rent accrued up to the premisestime of such termination shall be paid by Tenant to Landlord or (b) at the option of the Tenant exercised by a 30 day advance written notice to Landlord given while Tenant is not in default and received within 60 days after Landlord’s notice to Tenant, Tenant may terminate this Lease by notice to Landlord accompanied by payment of sums due and to become due under the buildingLease through the termination date. In addition to the foregoing, if for any cause the Leased Premises or Building shall be so damaged that Landlord shall in its sole judgment decide not to rebuild, then by notice in writing to Tenant, this Lease shall forthwith terminate and all rent owed up to the project, except time of such termination as set forth in this leasesuch notice shall be paid by Tenant to Landlord. In no event shall Landlord have any obligation to repair or restore any of Tenant’s goods, Trade Fixtures, furniture or other property placed in or incorporated in the Leased Premises which is destroyed or damaged by fire or any other casualty.

Casualty Damage. a. If the premises Premises or the building are any Common Areas providing access thereto shall be damaged by fire or other insured casualty, Landlord will give Tenant written notice unless the lease of the time that Premises is terminated as described below, Landlord has determined in its reasonable discretion will be needed to repair shall restore the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty Premises to the extent of available insurance proceeds. Such restoration, to the extent such proceeds permit, shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other Laws or by any Holder which result in immaterial reconfiguration or de minimis reduction in area, any other modifications to the Common Areas deemed desirable by Landlord (provided access to the Premises is not materially impaired), and except that it can Landlord shall not be repaired required to repair or replace any of Tenant's furniture, furnishings, fixtures or equipment, or any alterations or improvements in excess of any work performed or paid for by Landlord under any separate agreement signed by the parties in connection herewith. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However, Landlord shall allow Tenant a proportionate abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof. Notwithstanding the foregoing to the contrary, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the damage until Premises), or if the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are Property shall be damaged by fire or other insured casualty or cause such that: (a) repairs to an extent Landlord has determined in its sole discretion can the Premises and access thereto cannot reasonably be repaired completed within one hundred and twenty days (120) days after the notice datecasualty without the payment of overtime or other premiums, the ( 1.b) Landlord may cancel this lease as more than twenty-five percent (25%) of the date Premises is affected by the damage, and fewer than twenty-four (24) months remain in the Term, or any material damage occurs to the Premises during the last twelve (12) months of the Term, (c) any Holder shall require that the insurance proceeds or any portion thereof be used to retire the Mortgage debt (or shall terminate the ground lease, as the case may be), or the damage is not fully covered by written notice given to Tenant on or before the notice date Landlord's insurance policies, or ( 2.d) the cost of the repairs, alterations, restoration or improvement work would exceed twenty-five percent (25%) of the replacement value of the Building. Tenant may cancel elect to terminate this least as Lease by notifying Landlord in writing of the date of the damage by written notice given to Landlord if repairs cannot be completed such termination within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of after the date of damage if the casualty by written notice to Tenant on or before the notice date. e. If any damage Property shall be damaged by fire or other casualty is or cause such that: (a) repairs to the result Premises and access thereto cannot reasonably be completed within three hundred sixty (360) days after the casualty, or (b) more than twenty-five percent (25%) of the willful conduct Premises is affected by the damage, and fewer than twenty-four (24) months remain in the Term, or negligence or failure any material damage occurs to act the Premises during the last twelve (12) months of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abatedthe Term. Tenant will agrees that Landlord's obligation to restore, and the abatement of Rent provided herein, shall be Tenant's sole recourse in the event of such damage, and waives any other rights Tenant may have no right under any applicable Laws to terminate this lease on account the Lease by reason of any damage to the premises, Premises or Property. Tenant acknowledges that this Article 11 represents the building, entire agreement between the parties respecting damage to the Premises or the project, except as set forth in this leaseProperty.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant immediately shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises or the buildingBuilding. If the Premises or the Building are totally destroyed by an insured peril, Landlord will have the option either to elect to repair the damage or to cancel this lease as of so damaged by an insured peril that, in Landlord's reasonable estimation, rebuilding or repairs cannot be substantially completed within 180 days after the date of Landlord's actual knowledge of such damage, then either Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to the casualty by other written notice thereof within thirty (30) days after such damage, in which case, the rent shall be abated during the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10.(c) below, if this Lease is not terminated under Section 10.(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements or personal property required to be covered by Tenant's insurance under Section 9. If the Premises are untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work (the "REPAIR PERIOD"), then the rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances and the Term shall be extended by the number of days in the Repair Period. (c) If the Premises are destroyed or damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgagee requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord may terminate this Lease by delivering written notice of termination to Tenant on within thirty (30) days after such destruction or damage or such requirement is made known by any such Landlord's Mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Tenant which accrued before the notice datethis Lease is terminated. e. (d) If the Premises are destroyed or damaged by any peril not covered by the insurance maintained by Landlord and, in Landlord's reasonable estimation, rebuilding or repairs cannot be substantially completed within 180 days after the date of such damage, then (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to Landlord written notice thereof within thirty (30) days after Tenant's receipt of Landlord's estimation of the time to repair such damage, in which case, the rent shall be abated during the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (e) The provisions of this Lease, including this Section 10, 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 or the Building, and any statute or regulation of the State of California, including, without limitation, subsection 2 of Section 1932, subsection 4 of Section 1933, and Sections 1941 and 1942 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 by fire or other casualty is the result destruction to all or any part of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, Premises or the project, except as set forth in this leaseBuilding.

Casualty Damage. a. If Subject to Article 6 and the premises remainder of this Article 8, Landlord shall use available insurance proceeds to restore the Premises or any common areas of the building Property providing access thereto which are damaged by fire or other insured casualty during the Term. Such restoration shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other Laws or by any Holder, any other modifications to the common areas deemed desirable by Landlord will give (provided access to the Premises is not materially impaired), and except that Landlord shall not be required to repair or replace any of Tenant's furniture, furnishings, fixtures or equipment, or any of Tenant’s alterations or improvements in the Premises, which Tenant covenants to rebuild at Tenant’s expense promptly after the casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However, from the date of the casualty until Landlord completes Landlord’s repairs, Landlord shall allow Tenant a proportionate abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof (unless Tenant or its employees or agents intentionally caused the damage). Notwithstanding the foregoing, Landlord may terminate this Lease by giving Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired termination within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the damage until Premises), if the date of Property shall be materially damaged by Tenant or its employees or agents, or if the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are Property shall be damaged by fire or other insured casualty such that: (a) repairs to an extent Landlord has determined in its sole discretion can the Premises and access thereto cannot reasonably be repaired completed within one three hundred twenty sixty five (120365) days after the notice datecasualty without the payment of overtime or other premiums, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects more than twenty- five percent (25%) of the Premises is affected by the damage and fewer than twenty-four (24) months remain in the Term, or any material damage occurs to cancel this the Premises during the last twelve (12) months of the Term, (c) any Holder shall require that the insurance proceeds or any portion thereof be used to retire the Mortgage debt (or shall terminate the ground lease, Landlord will diligently proceed to repair as the building and premises and monthly rent will be abated on a pro rata basis during case may be), or the repair period based on damage is not fully covered by Landlord's insurance policies (excluding the proportion of rentable area deductible), or (d) the cost of the premises that Tenant is unable to use during repairs, alterations, restoration or improvement work would exceed twenty-five percent (25%) of the repair period. d. If replacement value of the premises or the building are damaged by uninsured casualtyProperty, or if (e) the proceeds nature of insurance are insufficient such work would make termination of this Lease necessary or convenient and Landlord also terminates the leases of all other similarly situated tenants. Tenant agrees that Landlord's obligation to pay for restore, and the repair abatement of Rent provided herein, shall be Tenant's sole recourse in the event of such damage, and waives any other rights Tenant may have under any applicable Law to terminate the Lease by reason of damage to the premises Premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abatedProperty. Tenant will have no right to terminate acknowledges that this lease on account of any Article represents the entire agreement between the parties respecting casualty damage to the premises, the building, Premises or the project, except as set forth in this leaseProperty.

Casualty Damage. a. If the premises Premises or any common areas of the building are Property providing access thereto or any parking areas necessary for Landlord to comply with Landlord's parking obligations pursuant to Article 7(E) shall be damaged by fire or other insured casualty, Landlord will give shall use available insurance proceeds to restore the same. Such restoration shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other Laws or by any Holder (as defined in Article 25), any other modifications to the common areas deemed desirable by Landlord (provided access to the Premises is not materially impaired), and except that Landlord shall not be required to repair or replace any of Tenant's furniture, furnishings, fixtures or equipment, or any alterations or improvements in excess of any work performed or paid for by Landlord under any separate agreement signed by the parties in connection herewith. Landlord shall not be liable for any inconvenience or annoyance to Tenant written notice or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However, Landlord shall allow Tenant a proportionate abatement of Rent during the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired the Premises are unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof (unless Tenant or its employees or agents caused the damage). Notwithstanding the foregoing to the contrary, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of damage (such termination notice dateto include a termination date providing at least ninety (90) days for Tenant to vacate the Premises), Landlord will promptly begin if the Property shall be materially damaged by Tenant or its employees or agents, or if the Property shall be damaged by fire or other casualty or cause such that: (a) repairs to repair the Premises and access thereto cannot reasonably be completed within 120 days after the casualty without the payment of overtime or other premiums, (b) more than 25% of the Premises is affected by the damage, and fewer than 24 months remain in the Term, or any material damage occurs to the Premises during the last 12 months of the Term, (c) any Holder (as defined in Article 25) shall require that the insurance proceeds or any portion thereof be used to retire the Mortgage debt (or shall terminate the ground lease, as the case may be), or the damage after is not covered by Landlord's insurance policies required to be maintained hereunder, or (d) the notice date and will diligently pursue cost of the completion repairs, alterations, restoration or improvement work would exceed 25% of the replacement value of the Building, or the nature of such repairwork would make termination of this Lease necessary. In Tenant agrees that eventLandlord's obligation to restore, this lease will continue and the abatement of Rent and termination right provided below, shall be Tenant's sole recourse in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion event of such repairs (damage, and waives any other rights Tenant may have under any applicable law to terminate the "repair period") based on Lease by reason of damage to the proportion of Premises or Property. Tenant acknowledges that this Article represents the rentable area of entire agreement between the premises that parties respecting damage to the Premises or Property. Notwithstanding anything to the contrary contained in this Article 10, Tenant may terminate this Lease if Tenant is unable to use during all or a substantial portion of the repair period. c. If Premises (or more than 20% of the premises or the building are damaged by parking required to be provided pursuant to Article 7(E) is unusable) as a result of fire or other insured casualty not caused by Tenant or its employees or agents, and (a) Landlord fails to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after commence restoration work to the notice datePremises and access thereto and/or, if applicable, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed parking areas within sixty (60) days as set forth in after the damage occurs, or (b) above. If neither Landlord nor Tenant so elects fails to cancel this lease, Landlord will diligently proceed to repair substantially complete such work within 180 days after commencing the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, same (or if the proceeds Premises contains more than 30,000 rentable square feet, then an additional 30 days for each additional 5,000 rentable square feet), or such additional time as may be necessary due to strikes, lock-outs or other labor troubles, shortages of insurance are insufficient equipment or materials, governmental requirements, power shortages or outages or other causes beyond Landlord's reasonable control, which time period shall in no event exceed, in the aggregate, more than two hundred seventy (270) days or (c) such work is reasonably estimated (which estimate Landlord shall provide within 60 days following the casualty), to pay take more than 180 days to substantially complete after being commenced (or if the Premises contains more than 30,000 rentable square feet, then an additional 30 days for each additional 5,000 rentable square feet), or (d) more than 25% of the Premises is affected by the damage, and fewer than 24 months remain in the Term. In order to exercise any of the foregoing termination rights, Tenant must send Landlord at least sixty (60) days (but not more than 120 days) advance notice specifying the basis for termination, and such notice must be given no later than thirty (30) days following the occurrence of the condition serving as the basis for the repair of any damage termination right invoked by Tenant. Such termination rights shall not be available to Tenant if: (i) Landlord substantially completes the repairs to the Premises and/or, if applicable, the parking areas and access thereto within sixty (60) days after Tenant's notice, or (ii) Landlord provides Tenant with new premises or reasonably comparable to the buildingPremises (and/or, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant if applicable, substitute parking located on or before near (and accessible from) the notice date. e. If any damage by fire or other casualty is Property) and access thereto within sixty (60) days after Tenant's notice. Notwithstanding anything to the result of the willful conduct or negligence or failure to act of contrary contained herein, if Tenant, or its agentsofficers, employees, contractors, employees invitees or inviteesagents delay Landlord in performing the repairs, monthly rent will not be abated. Landlord shall have additional time to complete the work equal to such delay and Tenant will have no right to terminate this lease on account shall pay Landlord all Rent for the period of any damage to the premises, the building, or the project, except as set forth in this leasesuch delay.

Casualty Damage. a. (a) Tenant shall promptly give written notice to Landlord of any material damage to the Premises or the Building. If the premises Premises or the building Building are totally destroyed by an insured peril, or so damaged by fire an insured peril that, in Landlord's reasonable estimation, rebuilding or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its reasonable discretion will repairs cannot be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired substantially completed within sixty (60) 365 days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of Landlord's actual knowledge of such repair. In that eventdamage, then either Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this lease will continue Lease by delivering to the other written notice thereof within 30 days after receipt of Landlord's Estimate (as hereinafter defined), in full force and effect except that monthly rent will which case, the Rent shall be abated on a pro rata basis from during the unexpired portion of this Lease, effective upon the date such damage occurred. Landlord shall notify Tenant of its estimate as to the damage until the date number of the completion of such days it will take to substantially complete rebuilding or repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) 30 days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of Landlord's actual knowledge of such damage ("Landlord's Estimate"). Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10(c), if this Lease is not terminated under Section 10(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements or personal property required to be covered by Tenant's insurance under Section 9 but rather such work shall be repaired by Tenant and Tenant shall be entitled to use all insurance proceeds provided pursuant to insurance policies maintained by Tenant for such work. If the Premises are untenantable for Tenant's business purposes, in whole or in part, during the period beginning on the date such damage by written notice given to Tenant occurred and ending on or before the notice date or ( 2.) Tenant may cancel this least as of the date of substantial completion of Landlord's repair or restoration work and any repairs and restoration work done by Tenant (the damage "Repair Period"), then the Rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances and the Term shall be extended by the number of days in the Repair Period. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord (or required to be maintained by Landlord hereunder) or any Landlord's Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord may terminate this Lease by delivering written notice given of termination to Landlord if repairs cannot be completed Tenant within sixty (60) 30 days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises after such destruction or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or such requirement is nlade known by any such Landlord's Mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Tenant which accrued before this Lease is terminated. Notwithstanding the foregoing, Tenant shall be entitled to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease all insurance proceeds payable on account of any damage to alterations, improvements, fixtures, equipment and personal property at the premisesPremises, the buildingEquipment Yard Area, the Building or the project, except as set forth in this leaseLand paid for by Tenant.

Casualty Damage. a. If If: (a) the premises Building shall be so damaged that substantial alteration or reconstruction of the building are Building shall, in Landlord’s opinion, be required (whether or not the Premises shall have been damaged by fire the casualty); or other insured (b) the Premises shall be partially damaged by casualty during the last two years of the Lease Term; Landlord may, within 90 days after the casualty, Landlord will give notice to Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed Landlord’s election to repair the damageterminate this Lease, and the election (if any) that Landlord has made according to this section. The notice will be given before balance of the tenth Lease Term shall automatically expire on the fifth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repairis delivered. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) Within 90 days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on any casualty which requires substantial alteration or before the notice date or ( 2.) Tenant may cancel this least as reconstruction of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this leaseBuilding, Landlord will diligently proceed shall notify Tenant whether Landlord intends to repair rebuild the building and premises and monthly rent Building, and, if so, whether the Building can be rebuilt so that the Premises will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as made tenantable within 210 days of the date of the casualty (the “Restoration Period”). If the notice indicates that Landlord does not intend to rebuild or that the Building cannot be rebuilt so that the Premises will be made tenantable within the Restoration Period, Tenant may, within ten days of Landlord’s notice, give Landlord notice that Tenant elects to terminate this Lease, and the balance of the Lease Term shall automatically expire on the fifteenth day after the notice is delivered. Should Landlord’s notice indicate that the Building can be rebuilt so that the Premises will be made tenantable within the Restoration Period or if the notice indicates that rebuilding will take longer than the Restoration Period but Tenant does not elect to terminate this Lease within ten days of Landlord’s notice, Landlord shall proceed with reasonable diligence to rebuild the Building in accordance with the terms of this article. If Landlord does not elect to terminate this Lease, Landlord shall proceed with reasonable diligence to restore the Building and the Premises to substantially the same condition they were in immediately before the happening of the casualty. However, Landlord shall not be required to restore any unleased premises in the Building or any portion of Tenant’s property. Rent shall ▇▇▇▇▇ in proportion to the portion of the Premises not useable by Tenant as a result of any casualty covered by insurance carried or required to be carried by Landlord under this Lease, as of the date on which the Premises becomes unusable. Landlord shall not otherwise be liable to Tenant for any delay in restoring the Premises or any inconvenience or annoyance to Tenant or injury to Tenant’s business resulting in any way from the damage or the repairs, Tenant’s sole remedy being the right to an abatement of Rent. If Landlord proceeds to rebuild the Building but fails to achieve substantially completion of the Premises within thirty (30) days after the Restoration Period (or within thirty (30) days after the expiration of such longer rebuilding period as set forth in Landlord’s notice provided Tenant did not terminate the Lease as provided above), as such period is extended for Unavoidable Delay, then Tenant may terminate this Lease by written notice to Tenant on or before Landlord given within ten (10) days after the notice date. e. If any damage by fire or other casualty is the result expiration of such thirty (30) day period, unless Landlord achieves substantial completion of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this leasePremises within such ten (10) day period.

Casualty Damage. a. If there occurs any casualty to the premises Project (other than to the Premises) and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the building are damaged by fire Project to substantially its pre-casualty condition; or other insured casualty(ii) more than 30% of the total area of the Building is damaged, Landlord will give Tenant shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of the time that Landlord has determined in its reasonable discretion will be needed such termination to repair the damage, and the election (if any) that Landlord has made according 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 this sectionTenant. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured there occurs any casualty to the extent that it can be repaired 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 sixty (60) 60 days after the date of such casualty. Such notice dateshall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, Landlord will promptly begin to repair but in no event shall the damage termination date be after the notice last day of the Term. In the event that, following a casualty, this Lease is not terminated and Landlord fails to complete the repair or restoration work within 30 days after Landlord’s estimated date and will diligently pursue the for completion of such repair. In that eventthe 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 will continue Lease by sending at least 30 days’ prior written notice to Landlord, provided this Lease shall remain in full force and effect except that monthly rent will be abated on a pro rata basis from and Tenant shall no longer have the date right to terminate this Lease if Landlord delivers possession of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Premises to Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) 30 days after Landlord’s receipt of Tenant’s termination notice. Notwithstanding the notice dateforegoing, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds casualty was caused by the act or omission of insurance are insufficient to pay for the repair of Tenant or any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its ’s agents, employees, invitees, assignees, subtenants, licensees or contractors, employees or invitees, monthly rent will not be abated. Tenant will shall have no right to terminate this lease on account 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 to or destruction of the premises, the building, or the projectPremises, except as set forth expressly provided in this leaseSection. 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. a. (a) Tenant shall give written notice to Landlord of any damage to any Building promptly on discovery of the same. If the premises Building is totally destroyed by an insured peril, or the building are so damaged by fire an insured peril that, in Landlord's reasonable estimation, rebuilding or other insured casualtyrepairs cannot be substantially completed within 180 days after the date of Landlord's actual knowledge of such damage, Tenant may terminate this Lease by delivering to Landlord will give Tenant written notice thereof within thirty (30) days after receipt of Landlord's estimate of the time that period for completion of rebuilding or repairs, or if Landlord has determined in its reasonable discretion will be needed fails to repair undertake and complete the rebuilding or repairs within 210 days after the date of Landlord's actual knowledge of such damage (the “Outside Completion Date”), Tenant may terminate this Lease by delivering to Landlord written notice thereof to Landlord prior to the first to occur of (i) Landlord's completion of rebuilding or repairs of such damage, and the election or (if anyii) that Landlord has made according to this section. The notice will be given before the tenth day five (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (605) days after the notice date, Landlord will promptly begin to repair expiration of the damage after the notice date and will diligently pursue the completion of such repairOutside Completion Date. In that either event, this lease will continue in full force and effect except that monthly the rent will shall be abated on a pro rata basis from the date of occurrence through the unexpired portion of this Lease, effective upon the date such damage until occurred. Time is of the essence with respect to the delivery of such notices and making of repairs. (b) Subject to Section 10(c), if this Lease is not terminated under Section 10(a), then Landlord shall restore the Building to substantially its previous condition by the Outside Completion Date, except that Landlord shall not be required to rebuild, repair or replace any part of the furniture fixtures, equipment or personal property required to be covered by Tenant's insurance under Section (a), and not covered by the insurance required to be maintained by Landlord under this Lease. If the Building in question is untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of the substantial completion of such repairs Landlord's repair or restoration work (the "repair period"“Repair Period”), then the rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances. (c) based If any Building is destroyed or substantially damaged by any peril not covered by the insurance required to be maintained by Landlord or Landlord's Mortgagee (defined below as the first lienholder on the proportion Premises) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below), Landlord may terminate this Lease by delivering written notice of the rentable area of the premises that termination to Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) 30 days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on such destruction or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel such requirement is made known by Landlord's Mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Landlord or Tenant which accrued before this lease as of Lease is terminated, provided that all Base Rent and any additional rent accruing after the date of the casualty shall be abated, and any rent or other monies paid in advance by Tenant under the terms of this Lease for the period from and after the casualty shall be repaid to Tenant. Notwithstanding the foregoing, if the Building is destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord, Tenant may, at its option, agree to pay the cost or expense of restoration of the Building to substantially its previous condition by delivering written notice to Landlord thereof (the "Restoration Notice") within fifteen (15) days after Tenant receives Landlord's termination notice as provided above. In which event (i) Tenant must deposit necessary additional funds in escrow on or before thirty (30) days after delivering the notice dateRestoration Notice, (ii) this Lease shall not terminate, (iii) any insurance proceeds actually received by Landlord shall be used for restoration, and (iv) provided Tenant timely provides the necessary additional funds, Landlord shall complete such restoration as provided in Section 10(b) above. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If the premises Premises or any common areas of the building are Property providing access thereto shall be damaged by fire or other insured casualty, Landlord will give shall use available insurance proceeds to restore the same. Such restoration shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other Laws or by any Holder (as defined In Article 25), any other modifications to the common areas deemed desirable by Landlord (provided access to the Premises is not materially impaired), and except that Landlord shall not be required to repair or replace any of Tenant's furniture, furnishings, fixtures or equipment, or any alterations or improvements in excess of any work performed or paid for by Landlord under any separate agreement signed by the parties in connection herewith. Landlord shall not be liable for any inconvenience or annoyance to Tenant written notice or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However, Landlord shall allow Tenant a proportionate abatement of Rent during the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired the Premises are unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof. Notwithstanding the foregoing to the contrary, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of damage (such termination notice dateto include a termination date providing at least ninety (90) days for Tenant to vacate the Premises), Landlord will promptly begin if the Property shall be materially damaged by Tenant or its employees or agents, or if the Property shall be damaged by fire or other casualty or cause such that: (a) repairs to repair the Premises and access thereto cannot reasonably be completed within 120 days after the casualty without the payment of overtime or other premiums, (b) more than 25% of the premises is affected by the damage, and fewer than 24 months remain in the Term, or any material damage occurs to the Premises during the last, 12 months of the Term, (c).any Holder (as defined in Article 25) shall require that the insurance proceeds or any portions thereof be used to retire the Mortgage debt (or shall terminate the ground lease, as the case may be), or the damage is not fully covered Landlord's insurance policies, or (d) the cost of the repairs, alterations, restoration or improvement work would exceed 25% of the replacement value of the Building, or the nature of such work would make termination of this Lease necessary or convenient. Tenant may elect to terminate this Lease by notifying Landlord in writing of such termination if the Property shall be damaged by fire or other casualty or cause such that repairs to the Premises and access thereto cannot reasonably be completed within 120 days after the casualty or if in fact repairs to the Premises and access thereto are not in fact completed within 120 days after the casualty, provided Tenant makes such election within ten (10) days of notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the Landlord of the estimated date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent which notice Landlord has determined in its sole discretion can shall give not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within later than sixty (60) days as set forth in after the date of such casualty) or within ten (b10) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair days after the building and premises and monthly rent will be abated on a pro rata basis during the repair end of such 120-day period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds Premises or such access have not then been restored, but Tenant's election to terminate shall not be effective in the event Landlord completes such repairs so that the Premises are usable for Tenant's purposes and reasonable access thereto is provided within thirty (30) days of insurance are insufficient Tenant's election to pay for terminate. Tenant agrees that Landlord's obligation to restore, and the repair abatement of Rent provided herein, shall be Tenant's sole recourse in the event such damage, and waives any other rights Tenant may have under any applicable Law to terminate the Lease by reason of damage to the premises Premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abatedProperty. Tenant will have no right to terminate acknowledges that this lease on account of any Article represents the entire agreement between the parties respecting damage to the premises, the building, Premises or the project, except as set forth in this leaseProperty.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its With reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") promptness after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of discovering any damage to the premises or the buildingPremises, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of Common Areas necessary for access to the casualty by written notice to Tenant on or before the notice date. e. If Premises, resulting from any damage by fire or other casualty is the result (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the willful conduct or negligence or failure time required to act substantially complete repair of Tenantsuch damage (the “Landlord Repairs”). If, its agentsaccording to such estimate, contractors, employees or invitees, monthly rent will the Landlord Repairs cannot be abated. Tenant will have no right to substantially completed within 210 days after they are commenced, either party may terminate this lease on account 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 premisesProject resulting from any Casualty, Landlord may, whether or not the buildingPremises 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; (iii) Landlord decides to rebuild the projectBuilding or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the 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. If this Lease is not terminated pursuant to this Section 11, Landlord shall promptly and diligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except as set forth in this lease.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 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

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured there occurs any casualty to the Premises and: (i) the casualty damage is of a nature or extent that it can that, in Landlord’s reasonable judgment (to be repaired communicated to Tenant within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until casualty), the date repair and restoration work would require more than two hundred ten (210) consecutive days to complete after the determination by Landlord of the completion of such repairs required repair or restoration work (the "repair period"assuming normal work crews not engaged in overtime); or (ii) based on the proportion more than thirty percent (30%) of the rentable total area of the premises that 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, 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 the other within ten (10) days of Tenant’s receipt of the notice from Landlord described above. Such written termination notice is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty specify a termination date no less than fifteen (12015) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) aboveits transmission. If neither Landlord nor Tenant so elects to cancel terminate this leaseLease after an event of damage or destruction to the Premises or any part thereof as set forth above, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated for such time as the Premises or applicable portion thereof is not capable of being used by Tenant for its Permitted Use (as reasonably determined by Landlord will diligently proceed and Tenant). Notwithstanding anything herein to repair the building and premises and monthly rent will be abated on a pro rata basis during contrary, if any such damage is not repaired by Landlord within two hundred ten (210) days from the repair period based on the proportion of rentable area determination by Landlord of the premises that required repair or restoration work, Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will shall have the option either to elect to repair the damage or to cancel terminate this lease as Lease and be released of the date of the casualty all obligations hereunder by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result Landlord received prior to substantial completion of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abatedsuch repair work. Tenant will shall have no right to terminate this lease on account Lease as a result of any damage to or destruction of the premises, the building, Premises or the projectany part thereof, except as set forth expressly provided in this leaseArticle 14. The provisions of this Lease, including this Article, 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 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. a. If With reasonable promptness after discovering any damage to the premises Premises, or to the building are damaged by Common Areas necessary for access to the Premises, resulting from any fire or other insured casualtycasualty (a “Casualty”), Landlord will give shall notify Tenant written notice 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 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; (iii) Landlord has determined in its reasonable discretion decides to rebuild the Building or Common Areas so that it or they will be needed substantially different structurally or architecturally; (iv) the 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. If this Lease is not terminated pursuant to this Section 11, Landlord shall promptly and diligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the 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 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 use of or 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 15 days after Landlord’s 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 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 Premises is untenantable or inaccessible and the election (if any) that Landlord has made according to this section. The notice will is not occupied by Tenant, Monthly Rent shall be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty abated in proportion to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion rentable square footage of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date portion of the damage until Premises. If Landlord does not substantially complete the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant Repairs on or before the notice date Outside Restoration Date (defined below), then, provided that the Casualty was not caused by the negligence or ( 2.) willful misconduct of Tenant or any party claiming by, through or under Tenant, Tenant may cancel terminate this least as Lease by notifying Landlord within 15 days after the Outside Restoration Date. As used herein, “Outside Restoration Date” means the date occurring 60 days after the expiration of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as time set forth in Landlord’s estimate described in the first sentence of this Section 11; provided, however, that the Outside Restoration Date shall be extended to the extent of (bi) aboveany delay caused by the insurance adjustment process; (ii) any other delay caused by events of Force Majeure (up to 90 days), and (iii) any delay caused by Tenant or any party claiming by, through or under Tenant. If neither Notwithstanding the foregoing, if Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent determines in good faith that it will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during substantially complete the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant Repairs on or before the notice date. e. If any damage by fire or other casualty is the result Outside Restoration Date, Landlord may cease its performance of the willful conduct or negligence or failure to act of TenantLandlord Repairs and provide Tenant with notice (the “Restoration Date Extension Notice”) stating such inability and identifying the date on which Landlord reasonably believes such substantial completion will occur, its agents, contractors, employees or invitees, monthly rent will not be abated. in which event Tenant will have no right to may terminate this lease on account of any damage to Lease by notifying Landlord within five (5) business days after receiving the premisesRestoration Date Extension Notice. If Tenant does not terminate this Lease within such 5-business day period, the building, or Outside Restoration Date shall be automatically amended to be the project, except as set forth date identified in this leasethe Restoration Date Extension Notice.

Casualty Damage. a. 12.1 If the premises or the building are Leased Premises shall be damaged by fire fire, the elements, unavoidable accident or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined but are not thereby rendered untenantable in its reasonable discretion will whole or in part, then: 12.1.1 The rent shall not be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualtyabated. b. If 12.1.2 To the premises or extent of any insurance proceeds recoverable by either party, the building are damaged damage shall be promptly repaired by fire or other the insured casualty to party. 12.1.3 To the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair insurance proceeds recoverable for the damage after are not sufficient to pay the notice date and will diligently pursue costs of repair, the completion damage shall be promptly repaired by Tenant. 12.2 If, by reason of such repair. In that eventdamage, this lease will continue the Leased Premises are rendered untenantable only in full force and effect except that monthly rent will part, then: 12.2.1 The Monthly Basic Rent payable by Tenant shall be abated on a pro rata basis from commensurately with the date loss of or interference with Tenant's use of the Leased Premises. 12.2.2 Repair of the damage until shall be made as provided in Section 12.1. 12.3 If, by reason of such damage, the Leased Premises are rendered wholly untenantable, then either party shall have the elective right to terminate the Lease as of the date the Leased Premises became untenantable by giving written notice to the other within ninety (90) days of the completion damage; provided, however, that if Landlord shall elect to terminate the Lease, Tenant shall have thirty (30) days following Landlord's written termination notice to exercise the Option to purchase the Leased Premises on the terms, covenants, conditions, and other provisions of such repairs Section 32 (other than Section 32.1 relating to the time for exercising the Option), with the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has fair market value" determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least Leased Premises, as of the date of so damaged. All insurance proceeds recoverable for the damage to the Leased Premises shall be the property of Landlord; provided, that Tenant shall be entitled to an amount equal to the incremental value added to the Leased Premises by written notice given to Landlord Tenant, in accordance with Section 36; and further provided that, if repairs cannot the Option is exercised, the "fair market -------------------------------------------------------------------------------- LEASE Page 14 value" and the purchase price shall be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period determined based on the proportion of rentable area Leased Premises as damaged and unrestored. If both parties elect to continue the Lease, their rights and obligations respecting repair and restoration of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds Leased Premises and abatement of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair rent and taxes following the damage or to cancel this lease shall be as of the date of the casualty by written notice to Tenant on or before the notice datethey may then mutually agree. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If (a) During the premises Term hereof, if the Premises or the building are any part thereof shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant prompt written notice of thereof to Landlord. In case the time that Landlord has determined in its reasonable discretion will Building shall be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are so damaged by fire or other insured casualty to that substantial alteration or reconstruction of the extent that it can Building shall be required (whether or not the Premises shall have been damaged by such fire or other casualty), (i) if such damage cannot be repaired within two hundred seventy (270) days thereafter, as reasonably determined by Landlord, (ii) if any mortgagee under a mortgage or deed of trust covering the Building requires that the insurance proceeds payable as a result of said fire or other casualty be used to retire or reduce such mortgage debt, or (iii) if such damage is not covered by insurance carried by Landlord or required to be carried by Landlord under this Lease, Landlord may, at its option, terminate this Lease and the term and estate hereby granted by notifying Tenant in writing of such termination within fifty (50) days after the date of such damage, in which event the Rent shall be abated as of the date of such damage. If Landlord elects to repair the Premises and/or the Building, Landlord shall within sixty (60) days after the notice datedate 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 casualty, except 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, but such work shall not exceed the scope of the work done by Landlord in originally constructing the Building. Tenant shall not be entitled to any compensation or damages from Landlord, and Landlord shall not be liable, 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, Landlord will promptly begin shall allow Tenant a diminution of Rent during the time and to repair the extent the Premises are unfit or unavailable for occupancy. Any insurance which may be carried by Landlord or Tenant against loss or damage after to the notice date and will diligently pursue Building or to the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will Premises shall be abated on a pro rata basis from for the date sole benefit of the party carrying such insurance and under its sole control. Tenant hereby specifically waives any and all rights it may have under any law, statute, ordinance or regulation to terminate the Lease by reason of casualty or damage until to the date Premises or Building, and the parties hereto specifically agree that the Lease shall not automatically terminate by law upon destruction of the completion Premises. Except as otherwise provided in this Section 22, Tenant hereby waives the provisions of such repairs (the "repair period") based on the proportion Sections 1932(2), 1933(4), 1941 and 1942 of the rentable area of the premises that Tenant is unable to use during the repair periodCalifornia Civil Code. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither In the event that Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or Premises and/or Building (if such damage prevents Tenant from using the buildingPremises pursuant to this Lease), Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by shall deliver written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result indicating Landlord’s good faith estimate of the willful conduct or negligence or number of days required to repair such damage within fifty (50) days following the date of such damage. If Landlord’s estimate is in excess of two hundred seventy (270) days, for a period of thirty (30) days following receipt of such notice, Tenant shall have the right, by delivery of written notice to Landlord, to terminate this Lease, which termination shall be effective upon delivery of such notice to Tenant by Landlord. The failure of Tenant to act provide such written notice within such time period, shall be deemed a waiver of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no ’s right to terminate this lease on account of any damage Lease pursuant to the premises, the building, or the project, except as set forth in this leasepreceding sentence.

Casualty Damage. a. If Within 60 days after discovering any damage to the premises Premises, or to the building are damaged by Common Areas necessary for access to the Premises, resulting from any fire or other insured casualtycasualty (a “Casualty”), Landlord will give shall notify Tenant written notice of Landlord’s reasonable estimate of the time that required to substantially complete repair of such damage (the “Landlord has determined in its reasonable discretion will be needed to repair the damageRepairs”). If, and the election (if any) that Landlord has made according to this section. The notice will such estimate, the Landlord Repairs cannot be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired substantially completed within sixty (60) 180 days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until (or 90 days in the date event the damage occurs during the last 12 months of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice dateTerm), the ( 1.) Landlord either party may cancel terminate this lease Lease as of the date of the damage by damage, upon written notice given to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after 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 on if (i) any Security Holder (other than Master Lessee or before ▇▇▇▇) terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any material damage to the notice date Building is not fully covered by Landlord’s insurance policies, or insurance required to be covered by Landlord under the terms of this Lease; ( 2.iii) Tenant may cancel this least as the damage is material to operation of the date Building or Common Areas and damage occurs during the last 12 months of the damage Term. If this Lease is not terminated pursuant to this Section 11, Landlord shall promptly and diligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the 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 written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in Law or any Security Holder, and (b) aboveany 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. If neither Notwithstanding Section 10.4, Tenant shall assign to Landlord nor (or its designee) all insurance proceeds payable to Tenant so elects under Tenant’s insurance required under Section 10.2 with respect to cancel this leaseany 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 will diligently proceed shall consult with Tenant and the parties shall use reasonable efforts to repair agree on replacement improvements at a cost in excess of insurance proceeds reasonably acceptable to Tenant. Tenant shall pay such excess to Landlord within 15 days after Landlord’s delivery of written demand, with reasonably detailed invoices and back-up documentation. 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 building Premises or 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 damage, any portion of the Premises is untenantable or inaccessible and premises and monthly rent will is not occupied by Tenant, Monthly Rent shall be abated on a pro rata basis during in proportion to the repair period based on the proportion rentable square footage of rentable area such portion of the premises that Tenant is unable to use during the repair periodPremises. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If the premises Premises shall be d amaged by fire or other casualty, Tenant shall give prompt written notice to Land lord . If the building are Building or any part thereof or access thereto shall be so d amaged or destroyed by fire or other casualty such that substantial alteration or reconstruction of the Build ing and access thereto shall, in the good faith and reasonable determination of Landlord 's Architect, be required with such repair taking longer that one hundred eighty (1 80) d ays (whether or not the Premises shall have been damaged by such casualty), or in the event of any material uninsured loss to the Building, or in the event of any substantial damage to the Building w ithin the final two (2) years of the Term, Landlord may, at its option, terminate this Lease by notifying Tenant in writing thirty (30) days after the date of such d amage. In case the Premises or access to the Premises shall be so damaged by fire or other insured casualtycasualty such that substantial alterations or reconstruction of the Premises shall, Landlord will give in the good faith and reasonable determination of Land lord 's Architect, be required, Tenant shall have the right to terminate this Lease upon thirty (30) d ays prior written notice to Landlord if Landlord (i) has not completed, (ii) cannot complete or (iii) in the opinion of ▇▇▇▇▇▇▇▇ 's Architect, cannot reasonably be expected to complete substantially the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, making of any required repairs and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired restorations within one hundred twenty eighty (1201 80) days after d ays from the notice date, the ( 1.) Landlord may cancel this lease d ate of such d amage or destruction. Rent shall ▇▇▇▇▇ and be prorated as of the date such d amage occurs and during any period of repair and restoration to the damage by written notice given to Tenant on extent the Premises or before the notice date any material part thereofare rendered unusable or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) aboveaccess thereto is denied Tenant. If neither Ifneither Landlord nor Tenant so elects to cancel exercise its rights to terminate this leaseLease, Landlord will shall commence and diligently proceed to restore and repair the building Building and premises the Premises to substantially the same condition in which it was immed iately prior to the happening of the casualty, except that ▇▇▇▇▇▇▇▇ 's obligation to restore shall not exceed the amount Landlord expended to purchase and monthly restore the Building. When ▇▇▇▇▇▇▇▇ 's work with respect to such resconstruction or restoration has been completed, Tenant shall complete the restoration of the Premises, including the reconstruction of all leasehold improvements and the restoration of Tenant's furniture and equipment. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such d amage or repair, except that Landlord shall allow Tenant a fair diminution of rent will be abated on a pro rata basis during the repair period based on time and to the proportion of rentable area of extent the premises that Tenant is unable to use during the repair period. d. Premises or any material portion thereof are unfit for occupancy. If the premises or casualty results from the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or gross negligence or failure to act intentional misconduct of Tenant, its Tenant or any of Tenant 's agents, contractors, employees or invitees, monthly rent will Rent shall not be abated. d iminished during the repair of such damage and Tenant will have no right shall be liable to terminate this lease on account Landlord for the cost of any damage the repair and restoration of the Building to the premises, the building, or the project, except as set forth in this leaseextent such cost and expense is not covered by insurance proceeds.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualtycasualty cause damage to the Premises in an amount exceeding thirty percent (30%) of the full construction-replacement cost of the Premises, Landlord will give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed may elect to repair the damage, and the election (if any) that Landlord has made according to terminate this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease Lease as of the date of the damage by notice in writing to Tenant. In the event that the damage to the Premises is less than thirty percent of the full construction-replacement cost of the Premises, or if more than thirty percent, but Landlord elects not to terminate the Lease, Landlord shall promptly repair the damage and restore the Landlord's Improvements to their former condition as soon as practicable. Tenant's Improvements , trade fixtures, personal property and any alterations to the Premises made by Tenant shall be replaced by Tenant at Tenant's expense. In the event of such casualty, Tenant shall not be entitled to any abatement of rent; instead, Tenant shall look to Tenant's Business Interruption Insurance. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or part of the Premises or the Park, or any inconvenience or annoyance occasioned by such damage or reconstruction. Notwithstanding the foregoing, within fifteen (15) business days of fire or casualty, Landlord shall provide to Tenant in writing a reasonable estimate of the time required to repair the damage and restore the Landlord's Improvements to their former condition. If such estimate exceeds one hundred fifty (150) days, Tenant may terminate this lease by written notice to Landlord to be given within fifteen business (15) days of receipt of Landlord's estimate, after which Tenant's right to Tenant on or before the notice date or ( 2.) Tenant may cancel this least terminate shall lapse. The termination shall be effective as of the date of that Landlord receives the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair periodnotice. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant immediately shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or Premises. Within 30 days after Landlord has notice of the buildingdamage in question, Landlord will have shall deliver to Tenant its good faith estimate of the option either time necessary to elect complete Landlord's work with respect to repair the damage in question (the "Damage Estimate"). If the Premises are totally destroyed by an --------------- insured peril, or to cancel this lease as of so damaged by an insured peril that, in Landlord's good faith estimation, rebuilding or repairs cannot be substantially completed within nine months after the date of the casualty Landlord's actual knowledge of such damage, then either Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to Landlord written notice thereof within 15 days after Landlord delivers to Tenant on or before the notice dateDamage Estimate, in which case, the rent shall be abated during the unexpired portion of this Lease, effective upon the date such damage occurred, and Tenant shall pay to Landlord the amount of the deductible applicable to such damage. Time is of the essence with respect to the delivery of such notices. e. If (b) Subject to Section 10.(c), if this Lease is not terminated under Section 10.(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any damage by fire or other casualty is the result part of the willful conduct partitions, fixtures, additions and other improvements or negligence personal property required to be covered by Tenant's insurance under Section 9. If the Premises are untenantable, in whole or failure in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work plus a reasonable period of time to act allow Tenant to install its fixtures and equipment in the Premises (not to exceed 30 days) (the "Repair Period"), then the rent for ------------- such period shall be reduced to such extent as may be fair and reasonable under the circumstances (even if a Tenant Party caused such damage) and the Term shall be extended by the number of Tenantdays in the Repair Period. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to Landlord may terminate this lease on account Lease by delivering written notice of termination to Tenant within 30 days after such destruction or damage or such requirement is made known by any damage to the premisessuch Landlord's Mortgagee, the buildingas applicable, or the projectwhereupon all rights and obligations hereunder shall cease and terminate, except as set forth in for any liabilities of Tenant which accrued before this leaseLease is terminated.

Casualty Damage. a. If the premises Building or any portion of it is damaged or destroyed by any casualty and: (a) the building are Building or Project or a material part of the Common Areas shall be so damaged that substantial alteration or reconstruction shall, in Landlord’s opinion, be required (whether or not the Premises shall have been damaged by fire the casualty); or other insured (b) Landlord is not permitted to rebuild the Building or a material part of the Common Areas in substantially the same form as it existed before the damage; or (c) the Premises shall be materially damaged by casualty during the last two years of the Lease Term; or (d) any mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (e) the damage is not fully covered by insurance maintained by Landlord; then Landlord may, within 90 days after the casualty, Landlord will give notice to Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed Landlord’s election to repair the damageterminate this Lease, and the election (if any) that Landlord has made according to this section. The notice will be given before balance of the tenth Lease Term shall automatically expire on the fifth day (the "notice day") after the fire or other insured casualty. b. notice is delivered. If Landlord does not elect to terminate this Lease, provided that Tenant was operating from the premises or Premises immediately prior to the building are damaged by fire or other insured casualty and will recommence operations after restoration of the Premises, Landlord shall proceed with reasonable diligence to restore the Building and the Premises. Landlord’s obligation to restore shall be limited to restoration of the Premises to a Building standard core and shell condition to the extent that it can insurance proceeds are sufficient; in no event shall Landlord be repaired within sixty (60) days after the notice dateobligated to restore any improvements which were installed by Tenant. However, Landlord will shall not be required to restore any unleased premises in the Building or any portion of Tenant’s property. If this Lease is not terminated, Tenant shall, at its expense, promptly begin restore all leasehold improvements installed in the Premises (including the Tenant Improvements) and its own furniture, trade fixtures and personal property. Rent shall ▇▇▇▇▇ in proportion to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date portion of the Premises not usable (and actually not used) by Tenant as a result of any casualty resulting in damage until to the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant Building which is unable covered by insurance carried or required to use during the repair period. c. If the premises or the building are damaged be carried by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice dateunder this Lease, the ( 1.) Landlord may cancel this lease as of the date on which the Premises becomes unusable and the abatement shall continue until the date that Landlord restores the Premises to a Building standard core and shell condition. Landlord shall not otherwise be liable to Tenant for any delay in restoring the Premises or any inconvenience or annoyance to Tenant or injury to Tenant’s business resulting in any way from the damage or the repairs, Tenant’s sole remedy being the right to an abatement of Rent. The proceeds payable under all casualty insurance policies maintained by Landlord on the Premises or Building shall belong to and be the property of Landlord, and Tenant shall not have any interest in such proceeds. Tenant agrees to look to Tenant’s casualty insurance policies for the restoration and replacement of all of the damage by written notice given to Tenant on or before improvements existing in the notice date or ( 2.) Tenant may cancel this least Premises as of the date Commencement Date (including any Tenant Improvements defined herein) and any modifications and additions thereto, and Tenant’s fixtures, equipment and furnishings in the Premises, and in the event of the termination of this Lease, for any reason, following any damage by written notice given or destruction, Tenant shall promptly assign to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects or otherwise pay to cancel this leaseLandlord, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualtyupon Landlord’s request, or if the proceeds of said insurance are insufficient and such other additional funds so that the total amount assigned and/or paid by Tenant to pay for the repair of Landlord shall be sufficient to restore (whether or not any damage such restoration is actually to the premises or the buildingoccur) all improvements, Landlord will have the option either fixtures, equipment and furnishings (excepting only Tenant’s moveable personal property and equipment) existing therein immediately prior to elect to repair the such damage or to cancel destruction. Such obligation of Tenant shall survive the expiration or termination of this lease as of the date of the casualty by written notice to Tenant on or before the notice dateLease. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. 16.01 If all or any portion of the premises or the building are Premises becomes damaged by fire or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent Premises (collectively a "CASUALTY") and Tenant's use of the Premises is materially affected thereby, Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant 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 Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that it can repairs necessary to restore the Premises to the condition set forth in Section 16.02 below or that repairs to any Common Areas necessary to provide access to the Premises cannot be repaired accomplished within sixty (60) 180 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the notice dateCompletion Estimate. Tenant, Landlord will promptly begin however, shall not have the right to repair terminate this Lease if the damage after Casualty was caused by the notice date and will diligently pursue the completion negligence or intentional misconduct of such repairTenant or any Tenant Related Parties. In that eventaddition, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from Landlord, by notice to Tenant within 90 days after the date of the damage until Casualty, shall 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 of the completion Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building occurs (unless such uninsured loss is due to Landlord's failure to maintain the insurance required by Section 14. Notwithstanding the foregoing, Landlord will not be entitled to terminate this Lease solely because there is less than 1 year 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 right. The foregoing shall not prohibit Landlord from exercising its right to terminate for any of the other reasons set forth herein. 16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs (shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the "repair period") based on the proportion performance of the rentable area of repairs. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the premises Casualty or the repair thereof. Provided that Tenant is unable to use not in Default, during any period of time that all or a material portion of the repair periodPremises is rendered untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant. c. If 16.03 The provisions of this Lease, including this Section 16, 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 Premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120Property, and any Laws, including, without limitation, Sections 1932(2) days after the notice date, the ( 1.and 1933(4) Landlord may cancel this lease as of the date 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 similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises Premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice dateProperty. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If the premises Premises or the building are any part thereof shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant prompt written notice thereof to Landlord. In case the Building shall be so damaged that substantial alteration or reconstruction of the time that Landlord has determined Building shall, in its reasonable discretion will Landlord’s sole opinion, be needed to repair required (whether or not the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are Premises shall have been damaged by fire such casualty), or other insured if less than two (2) years of the Lease Term remain, or if any mortgagee of Landlord’s should require that the insurance proceeds payable as a result of a casualty be applied to the extent that it can be repaired 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 sixty ninety (6090) days after the notice datedate of such casualty. If Landlord does, not thus elect to terminate this Lease, Landlord will promptly begin shall commence and proceed with reasonable diligence to repair restore the damage after Building, and the notice date and will diligently pursue improvements located within the completion of such repair. In that eventPremises, this lease will continue in full force and effect if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement attached hereto as Exhibit “D” (except that monthly rent will Landlord shall not be abated on a pro rata basis from responsible for delays not within the date control of Landlord), to substantially the same condition in which it was immediately prior to the happening of the damage until casualty. Notwithstanding the date foregoing, Landlord’s obligation to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, shall not require Landlord to expend for such repair and restoration work more than the insurance proceeds actually received by the Landlord as a result of the completion of such repairs (casualty and Landlord’s obligation to restore shall be further limited so that Landlord shall not be required to expend for the "repair period") based on the proportion and restoration of the rentable area improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, more than the dollar amount of the premises that Allowance, if any, described in the Work Letter Agreement. When the repairs described in the preceding two sentences have been completed by Landlord, Tenant is unable shall complete the restoration of all improvements, including furniture, fixtures and equipment, which are necessary to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as permit Tenant’s reoccupancy of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days Premises. Except as set forth above, all cost and expense of reconstructing the Premises shall be borne by Tenant, and Tenant shall present Landlord with evidence satisfactory to Landlord of Tenant’s ability to pay such costs prior to Landlord’s commencement of repair and restoration of the Premises. Tenant shall not be entitled to receive any credit or payment with respect to any portion of the Reconstruction Allowance not actually spent upon restoration of the Premises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in (b) above. If neither Landlord nor Tenant so elects any way from such damage or the repair thereof, except that, subject to cancel this leasethe provisions of the next sentence, Landlord will diligently proceed to repair the building and premises and monthly shall allow Tenant a fair diminution of rent will be abated on a pro rata basis during the repair period based on time and to the proportion of rentable area of extent the premises that Tenant is unable to use during Premises are unfit for occupancy. This Lease sets forth the repair period. d. If terms and conditions upon which this Lease may terminate in the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair event of any damage to or destruction. Accordingly, the premises or parties hereby waive the buildingprovisions of California Civil Code Section 1932, Landlord will have Subsection 2, and Section 1933, Subsection 4 (and any successor statutes thereof permitting the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right parties to terminate this lease on account Lease as a result of any damage to the premises, the building, or the project, except as set forth in this leasedestruction).

Casualty Damage. a. If the premises or the building are Premises shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant prompt written notice of to Landlord. If the time that Landlord has determined in its reasonable discretion will Building or any part thereof or access thereto shall be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the so damaged or destroyed by fire or other insured casualty. b. If casualty such that substantial alteration or reconstruction of the premises Building and access thereto shall, in the good faith and reasonable detennination of Landlord's Architect, be required with such repair taking longer than niney (90) days or the building are remainder of the tenn, if less than ninety (90) days (whether or not the Premises shall have been damaged by such casualty), 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 thirty (30) days after the date of such damage. In case the Premises or access to the Premises shall be so damaged by fire or other insured casualty such that substantial alterations or reconstruction of the Premises shall, in the good faith and reasonable determination of Landlord's Architect, be required, Tenant shall have the right to the extent that it can be repaired within sixty tenninate this Lease upon thirty (6030) days after prior written notice to Landlord if Landlord (i) has not completed, (ii) cannot complete, or (iii) in the notice dateopinion of ▇▇▇▇▇▇▇▇'s Architect, Landlord will promptly begin cannot reasonably be expected to repair complete substantially the damage after the notice date making of any required repairs and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis restorations within ninety (90) days from the date of the such damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not destruction . Rent shall ▇▇▇▇▇ and be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease prorated as of the date such damage occurs and during any period of repair and restoration to the damage by written notice given to Tenant on extent the Premises or before the notice date any material part thereof are rendered unusable or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) aboveaccess thereto is denied Tenant. If neither Landlord nor Tenant so elects elect to cancel terminate this leaseLease, Landlord will shall commence and diligently proceed to restore and repair the building Building and premises the Premises 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 amount Landlord expended to purchase and monthly restore the Building. When ▇▇▇▇▇▇▇▇'s work with respect to such resconstruction or restoration has been completed, Tenant shall complete the restorati on of the Premises, including the reconstruction of al l leasehold improvements and the restorati on of Tenant's furniture and equipment. Landlord shall not be liable for any inconvenience or anoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or repair, except that Landlord shall allow Tenant a fai r diminution of rent will be abated on a pro rata basis during the repair period based on time and to the proportion of rentable area of extent the premises that Tenant is unable to use during the repair period. d. Premises or any material portion thereof are unfit for occupancy. If the premises or casualty results from the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or gross negligence or failure to act intentional misconduct of Tenant or any of Tenant, its 's agents, contractors, employees or invitees, monthly rent will Rent shall not be abated. diminished during the repair of such damage and Tenant will have no right shall be liable to terminate this lease on account Landlord for the cost of any damage the repair and restoration of the Building to the premises, the building, or the project, except as set forth in this leaseextent such cost and expense is not covered by insurance proces.

Casualty Damage. a. If the premises or the building are damaged by 16.01 If, as a result of fire or other insured casualtycasualty (each, a “Casualty”), all or any portion of the Premises becomes untenantable or inaccessible, Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord will give Tenant 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 Premises (“Completion Estimate”). Landlord shall promptly forward a copy of the 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 the repair is started (when such repairs are made without the payment of overtime or other premiums), then either party shall have the right to terminate this Lease upon written notice to the other within thirty (30) days after Landlord’s delivery of the time that Landlord has determined in its reasonable discretion will be needed Completion Estimate. Tenant, however, shall not have the right to repair terminate this Lease if the damageCasualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, and the election Landlord, by notice delivered to Tenant within ninety (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (6090) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice dateCasualty, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will shall have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account Lease if the Building or Complex shall be damaged by Casualty, whether or not the Premises are affected, and one or more of the following conditions is present: (1) in Landlord’s 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 overtime or other premiums); (2) any Mortgagee requires that the insurance proceeds or a substantial portion thereof be applied to the payment of the mortgage debt; (3) the material damage is not fully covered by Landlord’s insurance policies provided Landlord maintained the insurance required by this Lease; or (4) the damage occurs during the last twelve (12) months of the Term. 16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas reasonably deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs to such Leasehold Improvements. In no event shall Landlord be required to spend more for the restoration of the Premises and Common Areas than the proceeds received by Landlord, whether insurance proceeds under Landlord’s insurance or insurance proceeds or other amounts received from Tenant, unless such shortfall is a result of Landlord’s noncompliance with any obligation under this Lease. Landlord shall not be liable for any inconvenience to Tenant, or injury to T▇▇▇▇▇’s business resulting in any way from the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered untenantable as a result of a Casualty, the Rent shall a▇▇▇▇ for the portion of the Premises that is untenantable. 16.03 The provisions of this Section 16 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 or the Complex, and any 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 similar or successor Laws 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, Premises or the project, except as set forth in this leaseComplex.

Casualty Damage. a. If If, before the premises or Closing, the building improvements on any of the Real Property are damaged by fire or other any insured casualty, Landlord will then Sellers shall give Tenant Buyer prompt written notice of such casualty. If the time that Landlord has cost to restore such improvements, as reasonably determined by Seller, is more than $2,000,000.00 for the Northview Corporate Center Real Property, $3,000,000.00 for the Metropolitan Park – North Tower Real Property or $5,000,000.00 for the ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Real Property, then Buyer shall have the right, by giving notice to Sellers within seven (7) days after Sellers give notice to Buyer of the applicable Seller’s reasonable estimate (which shall be prepared by an independent, reputable, licensed contractor selected by Seller) of the cost to restore such improvements, to terminate this Agreement, in its reasonable discretion will be needed to repair the damagewhich event this Agreement shall terminate, and Buyer shall receive a return of the election (if any) that Landlord has made according to this sectionDeposit. The notice will be given If, before the tenth day (Closing, the "notice day") after improvements on any of the fire or other insured casualty. b. If the premises or the building Real Property are damaged by fire any casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by Seller, is more than $750,000.00 for the Northview Corporate Center Real Property, $1,250,000.00 for the Metropolitan Park – North Tower Real Property or other insured casualty $2,000,000.00 for the ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Real Property, Sellers and Buyer each shall have the right, by giving notice to the extent that it can be repaired other within sixty seven (607) days after Sellers give notice to Buyer of the notice dateapplicable Seller’s reasonable estimate (which shall be prepared by an independent, Landlord will promptly begin reputable, licensed contractor selected by Seller) of the cost to repair restore such improvements, to terminate this Agreement, in which event this Agreement shall terminate and the damage after Deposit shall be returned to Buyer; provided, however, that if Sellers elect to terminate this Agreement, Buyer may nullify such termination by agreeing to pay for the notice date and will diligently pursue the completion cost of such repairrestoration work upon written notice to Sellers given no later than five (5) days after Buyer has received Sellers’ termination notice hereunder. In that eventIf, before the Closing, the improvements on any of the Real Property are damaged by any insured casualty and the cost to restore such improvements, as reasonably determined by Seller (based on an estimate prepared by an independent, reputable, licensed contractor selected by Seller), is $2,000,000.00 or less for the Northview Corporate Center Real Property, $3,000,000.00 or less for the Metropolitan Park – North Tower Real Property or $5,000,000.00 or less for the ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Real Property , or the improvements on any of the Real Property are damaged by any casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by the applicable Seller (based on an estimate prepared by an independent, reputable, licensed contractor selected by Seller), is $750,000.00 or less for the Northview Corporate Center Real Property, $1,250,000.00 or less for the Metropolitan Park – North Tower Real Property or $2,000,000.00 or less for the ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Real Property, or Sellers or Buyer have/has the right to terminate this lease will continue Agreement pursuant to either of the preceding sentences but neither Sellers nor Buyer exercises such right or Buyer nullifies Sellers’ termination, then this Agreement shall remain in full force and effect except that monthly rent will be abated and, on a pro rata basis from the date Closing Date, any insurance proceeds (or, if not theretofore received, the right to receive such proceeds) payable on account of the damage until shall be transferred to Buyer and the date amount of any deductible under the insurance policy to the extent of the completion of such repairs restoration cost, as reasonably determined by the applicable Seller (the "repair period") which shall be based on the proportion estimate prepared by the independent, reputable, licensed contractor selected by Seller) (or, in the case of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice dateuninsured casualty, the restoration cost, as reasonably determined by the applicable Seller ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot which shall be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of estimate prepared by the premises that Tenant is unable independent, reputable, licensed contractor selected by Seller)) shall be a credit to use during Buyer against the repair period. d. If total purchase price for the premises or Property. Notwithstanding the building are damaged by uninsured casualtyforegoing, or if the proceeds casualty is not covered by insurance because the applicable Seller failed to obtain or maintain the required insurance, then such casualty shall be treated as insured and Buyer shall be entitled to a credit in the amount that would have been payable in respect of such casualty under the insurance are insufficient policy required to pay for be obtained or maintained by such Seller. Sellers shall give notice to Buyer reasonably promptly after the repair occurrence of any damage to the premises or improvements on the buildingProperty by any casualty. Buyer and Sellers acknowledge and agree that Sellers do not carry earthquake insurance, Landlord will and, therefore, damage caused by an earthquake shall be deemed damage caused by a casualty not covered by insurance. If necessary, the Closing Date shall be postponed until Sellers have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written given any notice to Tenant on or before Buyer required by this section 6.3 and the notice date. e. If any damage by fire or other casualty is the result period of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth seven (7) days described in this leasesection 6.3 has expired, and the restoration cost has been determined by the applicable Seller as provided hereunder. Sellers agree that they shall not settle any casualty insurance claims without Buyer’s prior written approval of such settlement, which approval Buyer shall not unreasonably withhold.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant immediately shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises or the buildingBuilding. If the Premises or the Building are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord's estimation, rebuilding or repairs cannot be substantially completed within 180 days after the date of Landlord's actual knowledge of such damage, then either Landlord will have or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to the option either other written notice thereof within 30 days after such damage, in which case, Tenant shall be released from all future obligations in this Lease to elect to repair pay Rent for the damage or to cancel number of months remaining in the Term of this lease Lease as of the effective date of the casualty termination notice. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10.(c), if this Lease is not terminated under Section 10.(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements or personal property required to be covered by Tenant's insurance under Section 9. If the Premises are untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work (the "REPAIR PERIOD"), then the rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances and the Term shall be extended by the number of days in the Repair Period. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord, or any Landlord's Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord may terminate this Lease by delivering written notice of termination to Tenant on within 30 days after such destruction or before the notice date. e. If damage or such requirement is made known by any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenantsuch Landlord's Mortgagee, its agentsas applicable, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the projectwhereupon all rights and obligations hereunder shall cease and terminate, except as set forth in for any liabilities of Tenant which accrued before this leaseLease is terminated.

Casualty Damage. a. If the premises Premises or any common areas of the building are Property providing access thereto shall be damaged by fire or other insured casualty, Landlord will give shall use available insurance proceeds to restore the same. Such restoration shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other Laws or by any Holder (as defined in Article 25), any other modifications to the common areas reasonably determined to be made by Landlord (provided access to the Premises or the parking facility servicing the Building is not materially impaired without providing reasonably comparable substitute facilities taking into account the change in location), and except that Landlord shall not be required to repair or replace any of Tenant's furniture, furnishings, fixtures or equipment, or any alterations 1888 Century Park East [SCPIE Holdings Lease] 15 or improvements in excess of any work performed or paid for by Landlord under this Lease or any separate agreement signed by the parties in connection herewith. Landlord shall not be liable for any inconvenience or annoyance to Tenant written notice or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However, Landlord shall allow Tenant a proportionate abatement of Rent during the time that Landlord has determined in and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof (but abatement shall be limited to Landlord's rent loss insurance proceeds if Tenant or its reasonable discretion will be needed to repair employees or agents caused the damage). Notwithstanding the foregoing to the contrary, and the election Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within ninety (if any90) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") days after the fire or other insured casualty. b. If date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the premises or Premises), if the building are Property shall be damaged by fire or other insured casualty or cause such that: (a) repairs to the extent Premises and access thereto cannot reasonably be completed within one hundred fifty (150) days after the casualty without the payment of overtime or other premiums, (b) more than 25% of the Premises is affected by the damage, and fewer than 24 months remain in the Term, or any material damage occurs to the Premises during the last 12 months of the Term, (c) any Holder (as defined in Article 25) shall require that it can the insurance proceeds or any substantial portion thereof be repaired used to retire the Mortgage debt (or shall terminate the ground lease, as the case may be), or the damage is not fully covered by Landlord's insurance policies (provided Landlord has maintained the insurance required under this Lease), or (d) the cost of the repairs, alterations, restoration or improvement work would exceed 25% of the replacement value of the Building, or the nature of such work would make termination of this Lease necessary. Tenant agrees that Landlord's obligation to restore, and the abatement of Rent provided herein, shall be Tenant's sole recourse in the event of such damage, and waives any other rights Tenant may have under any applicable Law to terminate the Lease by reason of damage to the Premises or Property, including all rights under California Civil Code, Sections 1932(2), 1933(4), and 1942, as the same may be modified or replaced hereafter. (a) Landlord fails to commit to complete restoration work to the Premises and access thereto within ninety (90) days after the damage occurs, or (b) Landlord fails to substantially complete such work within two hundred ten (210) days after the damage occurs, or such additional time as may be necessary due to Force Majeure, or (c) such work is reasonably estimated (which estimate Landlord shall provide within ninety (90) days following the casualty if Tenant so requests within sixty (60) days following the casualty), to take more than two hundred ten (210) days to substantially complete after the notice datedamage occurs, Landlord will promptly begin or (d) any material damage occurs to repair the damage after Premises and fewer than twelve (12) months remain in the notice date and will diligently pursue the completion of such repairTerm. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date order to exercise any of the damage until foregoing termination rights, Tenant must send Landlord at least thirty (30) days (but not more than 120 days) advance written notice specifying the date basis for termination, and such notice must be given no later than thirty (30) days following the occurrence of the completion of such repairs (condition serving as the "repair period") based basis for the termination right invoked by Tenant. If Tenant exercises its termination right on the proportion basis of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as provisions set forth in clause (a) or (b) above, 1888 Century Park East [SCPIE Holdings Lease] 16 and Landlord commences or substantially completes, as the case may be, the restoration work to the Premises within thirty (30) days after receipt of such notice from Tenant, such notice shall be of no force or effect. If neither Notwithstanding anything to the contrary contained herein, if Tenant, or its officers, employees, contractors or agents delay Landlord nor Tenant so elects to cancel this leasein performing the repairs, Landlord will diligently proceed shall have additional time to repair complete the building work equal to such delay and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to shall pay Landlord all Rent for the repair period of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice datesuch delay. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If Except as provided below, in the premises event of partial or total destruction of the building are damaged Premises during the Term by fire or other insured casualty, the Landlord will give Tenant written notice 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 time Premises destroyed as nearly as possible to their condition prior to such destruction, except that in no event shall the Landlord has determined in its reasonable discretion will be needed obligated to repair expend more for such repair, reconstruction or replacement than the damage, and amounts of any such insurance proceeds actually received. During the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion period of such repair. In that event, this lease will continue in full force reconstruction and effect except that monthly rent will replacement there shall be abated on a pro rata basis an equitable abatement of Basic Rent hereunder for up to one (1) year from the date of such casualty in proportion to the damage until loss of usable floor area in the date Premises. If after such repair, reconstruction and replacement the Premises are not restored to their former area, there shall be an equitable abatement of Basic Rent for the remainder of the completion Term in proportion to the loss of such repairs (usable floor area in the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. Premises. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant Building is so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage extensively destroyed by fire or other casualty is that an independent engineer or architect certifies that the result Premises cannot reasonably be expected to be susceptible of repair, reconstruction or replacement within a period of six (6) months from the willful conduct or negligence or failure date work were to act of Tenantcommence thereon, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will then the Landlord shall have no the right to terminate this lease on account Lease by giving written notice to the Tenant within thirty (30) days after the date of such certification. If any damage results from causes or risks not insured against by the Landlord or if any Mortgagee refuses to make such net proceeds available for such repair, reconstruction or replacement, then the Landlord may terminate this Lease by giving written notice to the Tenant within thirty (30) days after the date of such destruction. Provided further, that if, despite diligent efforts, the Landlord has been unable to complete such repair, reconstruction or replacement as herein provided within nine (9) months following the date of such casualty, then the Landlord and the Tenant shall each have the right to terminate this Lease by written notice to the other. In the event of any damage to the premisessuch notice of termination, this Lease shall terminate as of, and Basic Rent and Additional Rent shall be appropriately apportioned through and abated from and after, the building, or the project, except as set forth in this leasedate of such notice of termination.

Casualty Damage. a. If 16.1. In the premises or the building are damaged by event of fire or other insured casualty, for which Landlord will give Tenant written notice has received insurance proceeds, and which is not caused by the negligence of Tenant, Base Rent shall abat▇ ▇▇ the proportion that the unusable portion of the time that Demised Premises as reasonably determined by Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date is of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable total area of the premises Demised Premises until the Demised Premises are rebuilt: and Landlord agrees that it will with reasonable diligence repair the Demised Premises, unless Tenant is unable obligated to use during repair under the repair periodterms hereof, or unless this Lease is terminated as hereinafter provided; subject to the provisions of paragraphs 16.2 and 16. c. 16.2. If the premises or the building Demised Premises are damaged or destroyed by fire or other insured casualty to an extent Landlord has determined any cause whatsoever, and if, in its sole discretion can the reasonable opinion of Landlord, the Demised Premises cannot be repaired rebuilt or made fit for the purposes of Tenant within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage or destruction, Landlord instead of rebuilding or making the Demised Premises fit for Tenant, may at its option terminate this Lease by written notice given giving to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth after such damage or destruction, notice of termination, and thereupon rent and any other payments for which Tenant is liable under this Lease shall be apportioned and paid to the date of such damage and Tenant shall immediately deliver up possession of the Demised Premises to Landlord. Provided, however, that those provisions of this Lease which are designated to cover matters of termination and thereafter shall survive the termination hereof. 16.3. Irrespective of whatever the Demised Premises are damaged or destroyed, in the event that fifty (b50%) abovepercent or more of the area in the Building is damaged or destroyed by any cause whatsoever, and if, in the reasonable opinion of Landlord, the said area cannot be rebuilt or made fit for the purpose of the tenants of such space within one hundred and eighty (180) days after the damage or destruction, the Landlord may at its option terminate this Lease by giving to Tenant within sixty (60) days after such damage notice of termination requiring it to vacate the Demised Premises sixty (60) days after delivery of the notice of termination and thereupon rent and any other payment shall be apportioned and paid to the date of which possession is relinquished and Tenant shall deliver up possession of the Demised Premises to Landlord in accordance with such notice of termination. 16.4. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed shall in no event be obligated to repair or replace any damage or destruction in the building and premises and monthly rent will be abated on a pro rata basis during for which Landlord has not receive insurance proceeds. In the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair event of any damage to the premises or the buildingdestruction for which Landlord does not receive insurance proceeds, Landlord may, at its option, elect not to rebuild, repair or replace said damage or destruction and will thereafter have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this leaseLease by giving Tenant written notice.

Casualty Damage. a. If During the premises term hereof, if the Premises or the building are any part thereof shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant prompt written notice of thereof to Landlord. In case the time that Landlord has determined in its reasonable discretion will Building shall be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are so damaged by fire or other insured casualty to that substantial alteration or reconstruction of the extent that it can Building shall be required (whether or not the Premises shall have been damaged by such fire or other casualty), (i) if such damage cannot be repaired within ninety (90) days thereafter, as reasonably determined by Landlord, (ii) if any mortgagee under a mortgage or deed of trust covering the Building requires that the insurance proceeds payable as a result of said fire or other casualty be used to retire or reduce such mortgage debt, or (iii) if such damage is not covered by insurance carried by Landlord, Landlord may, at its option, terminate this Lease and the term and estate hereby granted by notifying Tenant in writing of such termination within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that eventdamage, this lease will continue in full force and effect except that monthly rent will which event the Rent shall be abated on a pro rata basis from as of the date of such damage. If the damage until does not require substantial alteration or reconstruction or if Landlord does not thus elect to terminate this Lease, Landlord shall, within thirty (30) days after the date of such damage, commence to repair and restore the completion of such repairs 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 "repair period") based on same condition in which it was immediately prior to the proportion happening of the rentable area casualty, except 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, but such work shall not exceed the scope of the premises that work done by Landlord in originally constructing the Building. Tenant is unable shall not be entitled to any compensation or damages from Landlord, and Landlord shall not be liable, 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 repair period. c. time and to the extent the Premises are unfit or unavailable for occupancy. If the premises Premises or any other portion of the building Building are damaged by fire or other insured casualty resulting from the negligence of Tenant or any of Tenant’s agents, employees, or invitees, Tenant shall be liable to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after for the notice date, the ( 1.) Landlord may cancel this lease as cost and expense of the date repair and restoration of the damage Building caused thereby to the extent such cost and expense is not covered by written notice given to insurance proceeds. Any insurance which may be carried by Landlord or Tenant on against loss or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage Building or to cancel this lease as the Premises shall be for the sole benefit of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, party carrying such insurance and under its agents, contractors, employees or invitees, monthly rent will not be abatedsole control. Tenant will hereby specifically waives any and all rights it may have no right under any law, statute, ordinance or regulation to terminate this lease on account the Lease by reason of any casualty or damage to the premisesPremises or Building, and the building, or parties hereto specifically agree that the project, except as set forth in this leaseLease shall not automatically terminate by law upon destruction of the Premises.

Casualty Damage. a. (a) If the premises or the building are Premises shall be damaged by fire or other insured casualty, Tenant shall give prompt written notice thereof to Landlord. If: (i) the Building shall be so damaged that substantial alteration or reconstruction of the Building shall, in Landlord’s sole opinion, be required (whether or not the Premises shall have been damaged by such casualty); (ii) 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 mortgage debt; (iii) there is any material uninsured loss to the Property, Landlord may, at its option (y) terminate this Lease by notifying Tenant in writing of such termination within 90 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. 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 give continue unless otherwise Terminated by Landlord as provided above. Landlord’s estimate of the length of time necessary to complete repairs shall be given to Tenant the later of: (i) 30 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 time that Delays within 15 days of the occurrence thereof, said notice 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 Delays in which to restore the damaged areas of the Building. In such event, Tenant may not elect to terminate this Lease until said additional period required for completion has determined expired with the Building not having been substantially restored. Landlord’s obligation to restore shall be limited to the extent of the insurance proceeds actually received by Landlord as a result of the casualty and Landlord’s restoration obligations shall be limited to the Building shell and the Shell Improvements located in its reasonable discretion will be needed the Premises. When the Landlord’s repairs have been substantially completed, Tenant shall promptly complete the restoration of all improvements to repair the Premises in excess of Landlord’s 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 Premises and to restore the Premises to the condition immediately before such casualty or damage, in accordance with plans and specifications approved by Landlord and Tenant. Landlord shall have the election (if any) right to 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 Landlord has made according to at the execution of this section. The notice will Lease shall be given before the tenth day (the "notice day") after the fire or other insured casualtyborne by Tenant. b. (b) Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such casualty damage or the repair thereof. Subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent until Landlord’s Restoration Work is substantially completed and a reasonable period of time has elapsed for Tenant to restore the Tenant Improvements, not to exceed 60 days from the date Land lord substantially completes the Shell Improvements. If the premises Premises or any other portion of the building are Property be damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis resulting from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct fault or negligence of Tenant or failure to act any of Tenant, its ’s agents, contractors, employees employees, or invitees, monthly rent will the Rent shall not be abated. diminished during the repair of such damage, and Tenant will have no right shall be liable to terminate this lease on account Landlord for the cost of any damage the repair and restoration of the Premises, the Building, the Complex and/or the Property to the premises, the building, or the project, except as set forth in this leaseextent such cost and expense is not covered by insurance proceeds.

Casualty Damage. a. 20.1 If the premises Premises or the building any part thereof are damaged by fire or other insured casualty, Landlord Tenant will give Tenant prompt written notice of thereof to Landlord. This Lease will automatically terminate if the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged Building is totally destroyed by fire or other insured casualty. 20.2 If the Building is not totally destroyed but is damaged such that substantial alteration or reconstruction of the Building is, in Landlord’s sole opinion, required (whether or not the Premises are damaged by such casualty) or if any mortgagee of the Building requires that the insurance proceeds payable as a result of a casualty be applied to the extent that it can be repaired 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 sixty (60) 90 days after the notice datedate of such damage. In addition, if a substantial portion of the Building is destroyed such that the Premises become untenantable, then Landlord will promptly begin select a registered architect licensed to repair do business in California to estimate the damage after time for completion. If such architect should certify that such work to the notice date Premises cannot be accomplished by using standard working methods and will diligently pursue procedures so as to make the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis Premises tenantable within 270 days from the date of the damage until casualty or within 3 months from such date if the date Lease Term has less than 12 months remaining, either party will have the right to terminate this Lease by giving to the other notice of such election within 10 days after Tenant’s receipt of the completion architect’s certificate. If this Lease is not terminated pursuant to the foregoing provisions of this Paragraph 20.2 but such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant restoration work is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired actually substantially completed within one hundred twenty (120) 90 days after the notice date, the ( 1.) Landlord may cancel this lease as later of the date of so estimated by the damage by written notice given to Tenant on or before architect and the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of 270th day after the date of the casualty (without extension for delays due to force majeure as provided in Paragraph 12), then Tenant may terminate this Lease by giving Landlord notice of such election within 10 days after the later of such dates. 20.3 If this Lease is not terminated as provided above, then (i) Tenant will take such action as is necessary to make available applicable insurance proceeds on Tenant’s fixtures and personal property in the Premises, and on any leasehold improvements, alterations, additions which Tenant is required to insure in accordance with Paragraph 17.1(a), and Tenant will cause such insurance proceeds on such leasehold improvements, alterations and additions to be paid to Landlord (and will pay to Landlord Tenant’s deductible under such insurance) and will cause such insurance proceeds on Tenant’s fixtures and personal property to be paid to Tenant; and (ii) Landlord will take such action as is necessary to make applicable insurance proceeds available with respect to the Building and will commence and proceed with reasonable diligence to restore the Building and the Premises to the condition that existed prior to the casualty. However, Landlord will not be obligated to spend for such work an amount in excess of the sum of (a) the insurance proceeds actually received by Landlord as a result of the casualty plus, in the event that Landlord fails to carry the required insurance under Paragraph 17.2, the amount of insurance proceeds Landlord would have collected if Landlord had carried the required insurance; plus (b) the amount of any deductible under Landlord’s insurance; plus (c) in the event that the insurer under Landlord’s insurance policy invokes a coinsurance right due to underreporting value, the amount of the coinsurance contribution from Landlord required under such coinsurance provision; plus (d) the amount of any deductible under Tenant’s insurance paid by Tenant to Landlord; plus (e) $165,000; plus (f) such additional amount (if any) as Tenant may, in its sole and absolute discretion, elect to contribute toward such restoration; provided, however, that if the sum of such amounts is not adequate to restore the damage and Landlord elects (in its sole and absolute discretion) not to incur such shortfall, Landlord will promptly notify Tenant thereof, in which event either party may terminate this Lease upon written notice to the other. Tenant on or before the notice datewill be responsible for replacing and restoring Tenant’s fixtures and personal property. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent 20.4 Landlord will not be abated. liable for any inconvenience or annoyance to Tenant will have no right to terminate this lease on account of any damage or injury to the premises, the building, business of Tenant resulting in any way from such damage or the projectrepair thereof, except as set forth in this leasethat Landlord will allow Tenant a fair diminution of rent during the time and to the extent the Premises are unfit for occupancy.

Casualty Damage. a. If Tenant shall give immediate written notice to Landlord of any damage caused to or suffered by the premises Premises or the building are damaged by fire or other insured casualty, Landlord will give Building. Tenant written notice of shall be responsible for any subsequent waste which may occur to the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises Premises or the building are damaged by fire or other insured casualty Building in the event Tenant fails to the extent that it can be repaired within sixty (60) days after the notice date, timely notify Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises or the buildingBuilding. If the Premises or the Building is 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 will have the option either to elect shall proceed with reasonable diligence to repair the damage or to cancel this lease as destruction, and the Lease shall not terminate; provided, however, that if in the opinion of 33265500v4 Landlord's architect the rebuilding or repairs cannot reasonably be completed within one hundred eighty (180) days after the date of Landlord's actual knowledge of such damage, Landlord or Tenant may at its election terminate the Lease by delivering written notice of said election to the other party within thirty (30) days after receipt of the opinion of ▇▇▇▇▇▇▇▇'s architect, in which event the rent payable for any unexpired portion of the Lease shall be abated, effective upon the date such damage occurred. If the Premises or the Building is 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 not later than forty-five (45) days after the casualty by written notice occurs, 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 Tenant on the Lease being terminated. If the Premises or before the notice date. e. If any damage by fire or other casualty Building is substantially damaged during the result final twenty-four (24) months of the willful conduct Term or negligence or failure to act of Tenantany renewal Term, its agents, contractors, employees or invitees, monthly rent will Landlord shall not be abated. Tenant will have no right required to terminate this lease on account of any rebuild or repair the damage to the premisesBuilding or the Premises unless Tenant exercises a renewal option, if any, within fifteen (15) days after the date of receipt by Landlord of Tenant's notification of the occurrence of the damage. If Tenant does not elect to exercise its renewal option, or if there is no previously unexercised renewal option contained within the Lease, Landlord shall have the option to terminate the Lease, and rent shall be abated for the unexpired portion of the Term, effective upon the date such damage occurred. If the Lease is not terminated pursuant to the preceding paragraphs, then Landlord shall proceed immediately and shall use reasonable diligence to rebuild or repair the Building and the Premises to substantially the condition in which they existed prior to the damage; provided, however, that Landlord shall not be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other improvements or personal property required to be covered by Tenant's insurance described in article X above. If the Premises is untenable, in whole or in part, during the period 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 buildingrent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances, or the project, except as set forth in this leasereasonably determined by Landlord.

Casualty Damage. a. If the premises Leased Premises shall be destroyed or damaged by fire or any other casualty, Tenant shall give notice thereof to Landlord immediately upon becoming aware of the building are same. If the Leased Premises shall be damaged by fire or other insured casualty, so as to render the Leased Premises untenantable in whole or in part and to such an extent that Landlord will give determines that such damage can be repaired with the application of reasonable diligence within one hundred eighty (180) days, Tenant written notice shall be entitled to a fair diminution of the rent hereunder until such time that Landlord has determined in its reasonable discretion will be needed to repair as the damage, and the election (if any) that Landlord has Leased Premises are made according to this sectiontenantable. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises Leased Premises or any other portion of the building are Building shall be destroyed or damaged by fire or any other insured casualty to the such an extent that it can Landlord determines that such damage cannot be repaired with the application of reasonable diligence within one hundred eighty (180) days, and if the Leased Premises are rendered untenantable in whole or in part by reason of such casualty, then, at the option of Landlord, (i) Tenant shall be entitled to a fair diminution of the rent hereunder until such time as the Leased Premises are made tenantable, or (ii) either party may terminate this Lease by written notice to the other given no later than sixty (60) days after the notice date, Landlord will promptly begin casualty whereupon all rent accrued up to repair the damage after the notice date and will diligently pursue the completion time of such repairtermination shall be paid by Tenant to Landlord. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises Leased Premises shall be destroyed or the building are damaged by fire or any other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after during the notice date, the ( 1.) Landlord may cancel this lease as last two years of the date Term such that the Leased Premises are not usable for the reasonable business operations of Tenant, then, at the damage option of Tenant, Tenant may terminate this Lease by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within given no later than sixty (60) days as set forth in (b) aboveafter the casualty. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage In addition to the premises foregoing, if for any cause the Leased Premises or the buildingBuilding shall be so damaged that Landlord shall in its sole judgment decide not to rebuild, Landlord will have the option either then by notice in writing to elect to repair the damage or to cancel this lease as of the date of the casualty Tenant by written notice to Tenant on or before given no later than sixty (60) days after the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenantcasualty, its agents, contractors, employees or invitees, monthly this Lease shall forthwith terminate and all rent will not be abated. Tenant will have no right to terminate this lease on account of any damage owed up to the premises, the building, or the project, except time of such termination as set forth in this leasesuch notice shall be paid by Tenant to Landlord. In no event shall Landlord have any obligation to repair or restore any of Tenant’s goods, Trade Fixtures, furniture or other property placed in or incorporated in the Leased Premises which is destroyed or damaged by fire or any other casualty.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined (A) Anything in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty Article 9 to the extent contrary notwithstanding: (1) If an independent licensed architect or engineer estimates that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair Landlord's portion of any restoration necessitated by damage or destruction to the demised premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is (collectively "Casualty") cannot be substantially completed within six (6) months after the result occurrence of the willful conduct or negligence or failure to act of Casualty, Landlord shall so notify Tenant and Tenant, at its agentsoption, contractorsmay terminate this lease by notice sent to Landlord within thirty (30) days after receipt of Landlord's notice (time being of the essence); and (2) if Landlord's portion of any restoration necessitated by Casualty has not been substantially completed within six (6) months after the occurrence of the applicable Casualty, employees then Tenant, at its option, may terminate this lease by notice sent to Landlord within thirty (30) days after the expiration of such six (6) month period, time being of the essence), but in any event prior to the substantial completion of Landlord's restoration obligation. On or inviteesbefore such effective date, monthly rent will not Tenant shall vacate and surrender possession of the demised premises in the condition required by this lease (except to the extent affected by the casualty). Fixed Rent and other amounts payable under this lease shall be abated. Tenant will prorated as of such effective date and the parties shall have no right further rights or obligations hereunder. If Tenant does not elect to terminate this lease on account under clause (1) above, Landlord shall expeditiously commence and diligently prosecute restoration of any damage the premises as provided in Article 9. Notwithstanding the foregoing, the six (6) month period referred to in clause (2) above shall be extended by up to an additional three (3) months to the premises, extent such restoration is delayed due to adjustment of insurance claims or circumstances of the building, or the project, except as nature set forth in this lease.Article 27 or otherwise beyond Landlord's reasonable control. EXHIBIT A THE CITY OF NEW YORK ALT 1OO7O3856 DEPARTMENT OF BUILDINGS CERTIFICATE OF OCCUPANCY BOROUGH MANHATTAN DATE MAY 12 1994 NO. 105085 This certificate supersedes C.O. NO 61 103 ZONING DISTRICT C6--6 THIS CERTIFIES that the -xxxx-a1tered-xxxx- building--premises located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇--▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ CONFORMS SUBSTANTIALLY TO THE APPROVED PLANS AND SPECIFICATIONS AND TO THE REQUIREMENTS OF ALL APPLICABLE LAWS, RULES, AND REGULATIONS FOR THE USES AND OCCUPANCIES SPECIFIED HEREIN. PERMISSIBLE USE AND OCCUPANCY ------------------------------------------------------------------------------------------------------------------------- MAXIMUM ZONING BUILD4NO BUILDING LIVE LOAD NO. OF DWELLING CODE CODE LBS. PER PERSONS OR ROOMING HABITABLE ZONING OCCUPANCY STORY SO. FT PERMITTED UNITS ROOMS USE GROUP GROUP DESCRIPTION OF USE ------------------------------------------------------------------------------------------------------------------------- CELLAR OG 40 STORAGE, EQUIPMENT AND LOCKER ROOM 1ST FLOOR 100 130 LOBBY AND STORES USE GROUP 2ND TO 11TH FLOORS 50 EA 70 EA OFFICES ON EACH FLOOR 12TH & 13TH FLOORS 50 EA 60 EA OFFICES ON EACH FLOOR 14TH TO 16TH FLOORS 50 EA 50 EA OFFICES ON EACH FLOOR 17TH & 18TH FLOORS 50 40 OFFICES ON EACH FLOOR TANK & COOLING TOWERS 75 NOTE: THIS APPLICATION IS FILED FOR AMENDED C OF O FOR CORRECTION OF MEETS AND BOUNDS. STANDARD PIPE SYSTEM APPROVED BY FIRE DEPARTMENT JANUARY 28, 1964 ZONING LOT CERTIFICATION FILED 29. DECEMBER 1993 ▇▇▇▇ 2041 PAGES 0825 TO 0832. THIS CERTIFICATE OF OCCUPANCY MUST BE POSTED WITHIN THE BUILDING IN ACCORDANCE WITH THE RULES OF THE DEPARTMENT PROMULGATED MARCH 31ST, 1967. OPEN SPACE USE ------------------------------------------------------------------------------ (SPECIFY-PARKING SPACES, LOADING BERTHS, OTHER USES, NONE OFFICE COPY - DEPARTMENT OF BUILDINGS BOROUGH SUPERINTENDENT COMMISSIONER NO CHANGES OF USE OR OCCUPANCY SHALL BE MADE UNLESS A NEW AMENDED CERTIFICATE OF OCCUPANCY IS OBTAINED THAT THE ZONING LOT ON WHICH THE PREMISES IS LOCATED IS BOUNDED AS FOLLOWS: BEGINNING at a point on the, WEST side of THIRD AVENUE distance 0 WEST feet from the corner formed by the intersection of EAST 53RD STREET and THIRD AVENUE running thence WEST 95' 0" feet; thence NORTH 100' 0" feet thence EAST 20' 0" feet; thence SOUTH 0' 5" feet

Casualty Damage. a. (a) Tenant immediately shall give written notice to Landlord of any damage to the Premises or the Building. If the premises Premises or the building Building are totally destroyed by an insured peril, or so damaged by fire an insured peril that, in Landlord's reasonable estimation, rebuilding or repairs cannot be substantially completed within 180 days after the date of Landlord's actual knowledge of such damage, then either Landlord or Tenant may terminate this Lease by delivering to the other insured casualtywritten notice thereof within thirty (30) days after such damage, in which case, the rent shall be abated during the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10.(c) below, if this Lease is not terminated under Section 10.(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements or personal property required to be covered by Tenant's insurance under Section 9.(b). If the Premises are untenantable, in whole or in part, during all or any part of the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work (the "Repair Period"), then the Base Rent will be abated from the date of damage until restoration of the Premises is substantially completed and the Premises are rendered tenantable. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgagee requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below), Landlord will give Tenant may terminate this Lease by delivering written notice of the time that Landlord has determined in its reasonable discretion will be needed termination to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired Tenant within sixty (60) days after the notice datesuch destruction or damage, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Tenant which accrued before this Lease is terminated. Insurance proceeds payable to Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that eventits mortgagee(s), if any, shall be used for repairing, restoring, and rebuilding in accordance with this lease will continue in full force Lease, and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable Landlord covenants and agrees to use during all reasonable efforts to negotiate provisions in any debt instruments that the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice datebeneficiary of any deed of trust, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair mortgagee of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the buildingmortgage, or the projectholder of any other lien encumbering the Property shall agree in writing to the use of the insurance proceeds for such repairing, except restoring, and rebuilding subject to limitations as set forth in this leasemay be required by such beneficiary.

Casualty Damage. a. If the premises Premises or any common areas of the building are Property providing access thereto shall be damaged by fire or other insured casualty, Landlord will give shall use available insurance proceeds to restore the same. Such restoration shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other Laws or by any Holder (as defined in Article 25), any other modifications to the common areas deemed desirable by Landlord (provided access to the Premises is not materially impaired), and except that Landlord shall not be required to repair or replace any of Tenant's furniture, furnishings, fixtures or equipment, or any alterations or improvements in excess of any work performed or paid for by Landlord under the initial Work Agreement attached hereto as Exhibit B or under any separate agreement signed by the parties in connection herewith. Landlord shall not be liable for any inconvenience or annoyance to Tenant written notice or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However, Landlord shall allow Tenant a proportionate abatement of Rent during the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired the Premises are unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof (unless Tenant or its employees or agents caused the damage and then only to the extent such Rent abatement is not covered by Landlord's insurance). Notwithstanding the foregoing to the contrary, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the damage until Premises), if the date of Property shall be materially damaged by Tenant or its employees or agents, or if the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are Property shall be damaged by fire or other insured casualty or cause such that: (a) repairs to an extent Landlord has determined in its sole discretion can the Premises and access thereto cannot reasonably be repaired completed within one hundred twenty (120) 180 days after the notice datecasualty without the payment of overtime or other premiums, the ( 1.b) Landlord may cancel this lease as more than 40% of the date Premises is affected by the damage, and fewer than 15 months remain in the Term, as it nay have been extended, or any material damage occurs to the Premises during the last 12 months of the damage by written notice given Term, as it may have been extended, (c) any Holder (as defined in Article 25) shall require that the insurance proceeds or any portion thereof be used to Tenant on retire the Mortgage debt (or before shall terminate the notice date ground lease, as the case may be), or ( 2.d) Tenant may cancel this least as the cost of the date repairs, alterations, restoration or improvement work would exceed 25% of the damage by written notice given replacement value of the Building. Tenant agrees that Landlord's obligation to restore, and the abatement of Rent provided herein, shall be Tenant's sole recourse in the event of such damage, although if Landlord if repairs cannot be completed has not, within sixty (60) days as set forth in (b) aboveafter the date of damage, given notice to Tenant of its intent to perform or not perform repairs, Tenant shall have the right to terminate the Lease by notice to Landlord. If neither Landlord nor Tenant so elects to cancel The abatement of Rent under this lease, Landlord will diligently proceed to repair provision shall be based upon the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area ratio of the premises portion of the Premises damaged or otherwise rendered untenantable to the total rentable square footage of the Premises at the time of such casualty. Tenant acknowledges that Tenant is unable to use during this Article represents the repair period. d. If entire agreement between the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any parties respecting damage to the premises Premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice dateProperty. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If 16.01 Landlord and Tenant shall give prompt notice to the premises other party if all or any portion of the building are damaged Premises becomes untenantable by fire or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired Premises (collectively a "Casualty"). In the event of such Casualty, either party, by written notice to the other within sixty (60) 30 days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that eventCasualty, shall have the right to terminate this lease will continue in full force Lease if more than fifty percent (50%) of the Premises have been materially damaged and effect except that monthly rent will be abated there is less than one (I) year of the Tenn (including, for purposes of this provision, any Renewal Tenn as to which Tenant has provided a Renewal Notice prior to such date) remaining on a pro rata basis from the date of the damage until Casualty. If this Lease is so tenninated, (a) the Term shall expire upon the date of the completion of set forth in such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can notice, which shall not be repaired within one hundred twenty (120) less than 30 days after such notice is given, and Tenant shall vacate the notice datePremises and surrender the same to Landlord no later than the date set forth in the notice, the ( 1.b) Landlord may cancel this lease Tenant's liability for Rent shall cease as of the date of the damage, (c) any prepaid Rent for any period after the date of the damage and any overpayment of Operating Expenses be refunded by written notice given Landlord to Tenant, and (d) Landlord shall be entitled to collect all insurance proceeds of policies held by Landlord or Tenant providing coverage for Alterations and other improvements to the Premises (but not insurance proceeds for damage to Tenant's personal property and equipment). Landlord shall retain such proceeds from Tenant's insurance irrespective of whether Landlord performed or paid for such Alterations and improvements, whether by contribution, offset or otheiwise. 16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, restore the Premises and Building in a good and workmanlike manner, in compliance with all applicable Laws, and in such manner as to minimize any 10002116s s l IS disturbance to Tenant's use (if any) of any undamaged portions of the Premises. Such restoration shall be to substantially the same condition that existed prior to the Casualty, eKcept for modifications required by applicable Laws and excluding restoration or replacement of Tenant's Property. In such case, Rent shall a▇▇▇▇ on a per diem basis during the period of reconstruction and repair. 16.03 In addition to Landlord's rights under Section 16.0I, if the Premises are damaged such that a reputable general contractor selected by Landlord reasonably estimates in writing that the time to restore the Premises is greater than nine (9) months (subject to reasonable delays for insurance adjustment or before the notice date other matters beyond Landlord's reasonable control) then, either Landlord or ( 2.) Tenant may cancel give the other party a notice terminating this least Lease not later than 30 days following the date such written estimate of restoration. If this Lease is so terminated, (a) the Term shall eKpire upon the date set forth in the terminating party's notice, which shall not be less than 30 days after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord no later than the date set forth in the notice, (b) Tenant's liability for Rent shall cease as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.damage,

Casualty Damage. a. 15.01 If the premises all or the building are damaged by fire or other insured casualty, Landlord will give Tenant written notice any portion of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire Premises becomes untenantable or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage inaccessible by fire or other casualty is to the result Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord with a written estimate of the willful conduct 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 Premises (“Completion Estimate”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or negligence or failure any Common Areas necessary to act of Tenant, its agents, contractors, employees or invitees, monthly rent will provide access to the Premises cannot be abated. Tenant will made tenantable within twelve (12) months from the date the repair is started, then either party shall have no the right to terminate this lease on account of any damage Lease upon written notice to the premisesother within ten (10) days after Tenant’s receipt of the Completion Estimate, in which case this Lease shall be deemed terminated effective as the buildingdate which is thirty (30) days following the date of such notice. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease effective as of the date which is thirty (30) days following the date of such notice if: (a) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; (b) the damage is not fully covered, except for deductible amounts, by Landlord’s insurance policies; or (c) the Premises are totally damaged or are rendered wholly untenantable, or the projectBuilding shall be so damaged that, in Landlord’s reasonable opinion, substantial alteration, demolition, or reconstruction of the building shall be required. Notwithstanding anything to the contrary in this Article 15, if any damage during the final eighteen (18) months of the Term renders the Premises wholly untenantable, either Landlord or Tenant may terminate this Lease by notice to the other party within thirty (30) days after the occurrence of such damage, and this Lease shall expire on the 30th day following the date of such notice. For purposes of the preceding sentence, the Premises shall be deemed wholly untenantable if Tenant shall be precluded from using more than fifty percent (50%) of the Premises for the conduct of its business and Tenant’s inability to so use the Premises is reasonably expected to continue for more than ninety (90) days. 15.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Building (including the Premises) and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except as set forth for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Notwithstanding anything herein to the contrary, Landlord shall have no obligation whatsoever to repair or restore any of the Leasehold Improvements or any other improvements or decorations to the Premises except to the extent the proceeds of the insurance carried by Tenant are timely received by Landlord. Upon notice from Landlord, Tenant agrees that Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs to such Leasehold Improvements. In no event shall Landlord be required to spend more for the restoration of the Building and Common Areas than the proceeds received by Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the Casualty or the repair thereof. Provided that Tenant is not in Default (including in default of Tenant’s obligations contained in this leaseSection 15.02), at the time that all or a material portion of the Premises is rendered untenantable as a result of a Casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant. 15.03 None of the Insured Parties shall be liable for any injury or damage to persons or property or interruption of Tenant’s business resulting from fire or other casualty, any damage caused by other tenants or persons in the Building, or by construction of any private, public or quasi-public work, or any latent defect in the Premises, in the Building (except that Landlord shall be required to repair the same to the extent provided in Article 8). No penalty shall accrue for delays which may arise by reason of adjustment of casualty insurance on the part of Landlord or for delays caused by Force Majeure arising from any repair or restoration of any portion of the Building, provided that Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises during the performance of any such repair or restoration.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant immediately shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises. If the Premises is totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord's reasonable estimation, rebuilding or repairs cannot be substantially completed within 180 days after the buildingdate of Landlord's actual knowledge of such damage, then either Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to the other written notice thereof within 30 days after such damage, in which case, the rent shall be abated from the date of occurrence through the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10.(c), if this Lease is not terminated under Section 10.(a) then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements or personal property required to be covered by Tenant's insurance under Section 9. If the Premises are untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work (the "Repair ------ Period"), then the rent for such period shall be reduced to such extent as may ------ be fair and reasonable under the circumstances and the Term shall be extended by the number of days in the Repair Period. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord will have the option either may terminate this Lease by delivering written notice of termination to elect to repair the Tenant within 30 days after such destruction or damage or to cancel such requirement is made known by any such Landlord's Mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Tenant which accrued before this lease as of Lease is terminated, provided that all Base Rent and any additional rent accruing after the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not shall be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If (a) If, following the premises or Commencement Date, the building Building and/or the Property are damaged or destroyed by fire fire, flood, tornado or other insured casualtyelement, or by any other casualty and such damage or destruction does not result in a Total Loss (as hereafter defined), this Lease shall continue in full force and effect and Landlord will give Tenant written notice shall, as promptly as possible without consideration for any payoff requirements of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election a Mortgagee (if any) that Landlord has made according ), restore, repair or rebuild the Shell Building to this section. The notice will be given substantially the same condition as existed before the tenth day (damage or destruction and Tenant shall as promptly as possible restore, repair or rebuild the "notice day") after Tenant Finish to substantially the fire same condition as existed before the damage or other insured casualtydestruction, including in each case any improvements or alterations required due to any changes in building codes or regulations by any governmental body, county or city agency. b. If (b) Notwithstanding the premises foregoing, should the Property be damaged or destroyed by any of the building are damaged foregoing described casualties within the last twenty-four (24) months of the original Term (unless Tenant has exercised its right to renew this Lease) or of any extended or renewed Term of this Lease, then Tenant shall have the right, exercisable by fire or other insured casualty written notice to the extent that it can be repaired Landlord given within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that eventdamage or destruction, to terminate this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from Lease effective upon the date of such damage or destruction. (c) Should the damage until the date Property be damaged or destroyed by any of the completion of such repairs (foregoing described casualties and the "repair period") based on Building is a Total Loss, then Tenant shall have the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice dateright, the ( 1.) Landlord may cancel this lease as of the date of the damage exercisable by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed given within sixty (60) days after the date of such damage or destruction, to terminate this Lease effective upon the date of such damage or destruction. (d) If Tenant does not elect to terminate this Lease as set forth permitted in Subsection (b) or (c) above. If neither , then Landlord nor shall reconstruct the Shell Building and Tenant so elects shall reconstruct the Tenant Finish, each to cancel this lease, its condition immediately prior to such damage or destruction; provided that Landlord will diligently proceed to repair the building acknowledges and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion agrees that certain aspects of rentable area Tenant’s reconstruction of the premises that Tenant is unable Finish will begin and continue during Landlord’s reconstruction of the Shell Building and the parties agree to cooperate and use during commercially reasonable efforts to facilitate reconstruction and minimize unreasonable interference in the repair period. d. If same manner as the premises initial construction of the Shell Building and the Tenant Finish as described in Section 6 of the Construction Agreement. All proceeds payable by reason of any loss or damage to the building are damaged by uninsured casualtyShell Building or any portion thereof, or if the proceeds and insured under any policy of insurance are insufficient required by Section 6 of this Lease shall be paid to pay Landlord for reconstruction or repair, as the repair case may be, of any damage to or destruction of the premises Shell Building, or any portion thereof. All proceeds payable by reason of any loss or damage to the buildingTenant Finish or any portion thereof, and insured under any policy of insurance required by Section 6 of this Lease shall be retained by Tenant for reconstruction or repair, as the case may be, of any damage to or destruction of the Tenant Finish, or any portion thereof. Any excess proceeds of casualty insurance covering the Shell Building and the Tenant Finish remaining after the completion of the restoration or reconstruction of both the Shell Building and the Tenant Finish shall be retained by Landlord will free and clear upon completion of any such repair and restoration except as otherwise specifically provided below in this Section 13. Notwithstanding the foregoing, if Landlord has not completed the repair and reconstruction of the Shell Building within nine (9) months after such damage or destruction, then Tenant shall have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty right, exercisable by written notice to Tenant on Landlord, to terminate this Lease; provided, however, that if at the end of such nine (9) month period Landlord is diligently engaged in the restoration or before the notice date. e. If any damage by fire or other casualty is the result reconstruction of the willful conduct or negligence or failure to act of TenantShell Building, its agents, contractors, employees or invitees, monthly rent will then Tenant shall not be abated. Tenant will have no the right to terminate this lease Lease unless Landlord fails to complete the repair and reconstruction of the Shell Building within twelve (12) months after the date of such damage or destruction. All rent payable hereunder shall ▇▇▇▇▇ from the date that is nine (9) months after the date such damage or destruction occurred until Landlord delivers the Shell Building in accordance with the terms of this Section 13(d). (e) If Tenant terminates this Lease as provided in this Section 13, Landlord shall be entitled to all of the casualty insurance proceeds paid with respect to the Building, but not to the proceeds of Tenant’s Contents Policy or other insurance carried by Tenant on account Tenant’s Property, including, without limitation, insurance carried by Tenant on Tenant’s personal property, trade fixtures or any other property that may be removed by Tenant upon termination of this Lease pursuant to Section 10 above; provided, however, Tenant shall not have the right to terminate this Lease unless either (1) (x) the damage or destruction of the improvements on the Land was caused by a peril which was insured against as required by the provisions of Section 6 above; (y) at the time of such damage and destruction the said insurance policies required to be carried by Tenant were in the amounts required by Section 6 above and in full force and effect; and (z) Tenant has paid to Landlord the amount of any damage deductible or self-insured retention, or (2) the Tenant has paid to Landlord the amount that would have been paid if the casualty insurance policy required by the provisions of Section 6 above had been maintained by Tenant. (f) If Tenant defaults in its obligation to carry insurance in the amounts required under Section 6 above, then, prior to Tenant’s termination of this Lease and in addition to the premises, the building, or the project, except as requirements set forth in this leasethe preceding Subsection (e), Tenant shall be obligated to pay toward said reconstruction or to Landlord the difference between the amount of insurance actually carried and the amounts required to be carried under Section 6. (g) The Building shall be deemed a “Total Loss” if as a result of damage or destruction: (1) the Building is rendered untenantable or unsuitable, in Tenant’s reasonable opinion, for continued use in the normal conduct of Tenant’s business and Landlord has not provided written assurances to Tenant within thirty (30) days following such damage or destruction that the Shell Building can be restored or reconstructed to its condition prior to such damage or destruction within one hundred eighty (180) days following the date of such damage or destruction; or (2) the restoration or reconstruction of the Shell Building is not permitted by then existing laws or governmental regulations applicable to the restoration or reconstruction of the improvements on the Land.

Casualty Damage. a. If In the premises event of damage to or destruction of the building are damaged Leased Premises caused by fire or other insured casualty, or of the entrances and other common facilities necessary to provide normal access to the Leased Premises, or to other portions of the Building or its equipment which portions and equipment are necessary to provide services to the Leased Premises in accordance herewith, Landlord will give shall undertake to make and complete 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 restoration. If (a) the 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 work, would be required (with normal work crews and hours) to repair and restore the part of the Leased Premises or the Building which has been damaged, or (b) 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 either party, in the case described in clause (a) above, or Landlord, in the case described in clauses (b) or (c) above, for a period of ten (10) days thereafter, shall have the right to terminate this Lease by written notice to the other, as of the time that Landlord has determined date specified in its reasonable discretion will such notice, which termination date shall be needed to repair the damage, and the election no later than thirty (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (6030) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repairnotice. In that eventthe event of such fire or other casualty, if this lease will continue Lease 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 except that monthly rent will be abated on a pro rata basis from effect, Landlord shall proceed diligently to restore the date Leased Premises to substantially its condition prior to the occurrence of the damage until 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 date right or the obligation to remove the same or is required to leave the same on the Leased Premises as of the completion expiration or earlier termination of such repairs (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 is not required hereunder to insure any improvements or alterations made by Tenant, to the "Leased Premises, 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 period") based on and restore the proportion Leased Premises to substantially its condition prior to the occurrence of the rentable area damage. If there be any such alteration, fixtures or additions and Tenant does not assure or agree to assure payment of the premises that Tenant is unable cost of restoration or repair as aforesaid, Landlord shall have the right to use during determine the repair period. c. If manner in which the premises Leased Premises shall be restored so as to be substantially as the Leased Premises existed prior to the damage occurring, as if such alterations, additions or the building are damaged by fire fixtures had not then been made or other insured casualty to an extent Landlord has determined in its sole discretion can installed. The validity and effect of this Lease shall not be repaired impaired in any way by the failure of Landlord to complete repairs and restoration of the Leased Premises or of the Building within one hundred twenty eighty (120180) consecutive days after commencement of work, even if Landlord had in good faith notified Tenant that the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot repair and restoration could be completed within sixty (60) days as set forth in (b) abovesuch period, provided that Landlord proceeds diligently with such repair and restoration. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair In the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion case of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Leased Premises which is of a nature or extent that Tenant's continued occupancy is substantially impaired, the buildingAnnual Fixed 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 implied, Landlord will shall have no liability to Tenant for and shall have no duty to repair, replace or restore any damage whatsoever, occurring as a result of leakage 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 option either to elect to repair the damage Building, or to cancel this lease 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 date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of TenantBuilding, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any all damage to the premisesBuilding structure, systems and fixtures. Tenant shall be responsible to insure and/or repair all of Tenant's leasehold improvements and all equipment, fixtures and personal property located in the building, or the project, except as set forth in this leaseLeased Premises.

Casualty Damage. a. If the premises Premises or any Common Areas of the building are Property providing access thereto shall be damaged by fire or other insured casualtycasualty Landlord shall use available insurance proceeds to restore the same. Such restoration shall be to substantially the condition prior to the casualty except for modifications required by zoning and building codes and other Laws or by any Holder, any other modifications to the Common Areas deemed desirable by Landlord will give (provided access to the Premises is not materially impaired), and except that Landlord shall not be required to repair or replace any of Tenant's furniture, furnishings, fixtures or equipment. Landlord shall not be liable for any inconvenience or annoyance to Tenant written notice or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However Landlord shall allow Tenant a proportionate abatement of Rent during the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired the Premises are unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof (unless Tenant or its employees or agents caused the damage). Notwithstanding the foregoing to the contrary Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the damage until Premises) if the date of Property shall be materially damaged by Tenant or its employees or agents or if the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are Property shall be damaged by fire or other insured casualty or cause such that: (a) repairs to an extent Landlord has determined in its sole discretion can the Premises and access thereto cannot reasonably be repaired completed within one hundred twenty (120) 120 days after the notice date, casualty without the ( 1.) Landlord may cancel this lease as payment of the date of the damage by written notice given to Tenant on overtime or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in other premiums (b) above. If neither Landlord nor Tenant so elects more than 25% of the Premises is affected by the damage and fewer than 24 months remain in the Term or any material damage occurs to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis Premises during the repair period based on the proportion of rentable area last 12 months of the premises Term (c) any Holder shall require that Tenant is unable the insurance proceeds or any portion thereof be used to use during retire the repair period. d. If Mortgage debt (or shall terminate the premises ground lease as the case may be) or the building are damaged damage is not fully covered by uninsured casualty, Landlord's insurance policies or if (d) the proceeds cost of insurance are insufficient the repairs alterations restoration or improvement work would exceed 25% of the replacement value of the Property or the nature of such work would make termination of this Lease necessary or convenient. Tenant agrees that Landlord's obligation to pay for restore and the repair abatement of Rent provided herein shall be Tenants sole recourse in the event of such damage and waives any other rights Tenant may have under any applicable Law to terminate the Lease by reason of damage to the premises Premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abatedProperty. Tenant will have no right to terminate acknowledges that this lease on account of any Section represents the entire agreement between the parties respecting damage to the premises, the building, Premises or the project, except as set forth in this leaseProperty.

Casualty Damage. a. If In the premises event of damage to or destruction of the building are damaged Leased Premises caused by fire or other insured casualty, or of the entrances and other common facilities necessary to provide normal access to the Leased Premises, or to other portions of the Building or its equipment which portions and equipment are necessary to provide services to the Leased Premises in accordance herewith, Landlord will give shall undertake to 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 restoration. If (A) the 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 work, would be required (with normal work crews and hours) to repay and restore the part of the Leased Premises or the Building which has been damaged, or (B) 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 either party, in the case described in clause (A) above, or Landlord, in the case described in clauses (B) or (C) above, for a period of ten (10) days thereafter, shall have the right to terminate this Lease by written notice to the other, as of the time that Landlord has determined date specified in its reasonable discretion will such notice, which termination date shall be needed to repair the damage, and the election no later than thirty (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (6030) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repairnotice. In that eventthe event of such fire or other casualty, if this lease will continue Lease 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 except that monthly rent will be abated on a pro rata basis from effect, Landlord shall proceed diligently to restore the date Leased Premises to substantially its condition prior to the occurrence of the damage until 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 date right or the obligation to remove the same or is required to leave the same on the Leased Premises as of the completion expiration or earlier termination of such repairs (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 period") based on and restore the proportion Leased Premises to substantially its condition prior to the occurrence of the rentable area damage. If there be any such alteration, fixtures or additions and Tenant does not assure or agree to assure payment of the premises that Tenant is unable cost of restoration or repair as aforesaid, Landlord shall have the right to use during determine the repair period. c. If manner in which the premises Leased Premises shall be restored so as to be substantially as the Leased Premises existed prior to the damage occurring, as if such alterations, additions or the building are damaged by fire fixtures had not then been made or other insured casualty to an extent Landlord has determined in its sole discretion can installed. The validity and effect of this Lease shall not be repaired impaired in any way by the failure of Landlord to complete repairs and restoration of the Leased Premises or of the Building within one hundred twenty eighty (120180) consecutive days after commencement of work, even if Landlord had in good faith notified Tenant that the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot repair and restoration could be completed within sixty (60) days as set forth in (b) abovesuch period, provided that Landlord proceeds diligently with such repair and restoration. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair In the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion case of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises 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, the buildingAnnual Fixed 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 implied, Landlord will shall have no liability to Tenant for and shall have no duty to repair, replace or restore any damage whatsoever, occurring as a result of leakage 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 option either to elect to repair the damage Building, or to cancel this lease 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 date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of TenantBuilding, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any all damage to the premisesBuilding structure, systems and fixtures. Tenant shall be responsible to insure and/or repair all of Tenant's leasehold improvements and all equipment, fixtures and personal property located in the building, or the project, except as set forth in this leaseLeased Premises.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant immediately shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises or the buildingBuilding. If the Premises or the Building are totally destroyed by an insured peril, Landlord will have the option either to elect to repair the damage or to cancel this lease as of so damaged by an insured peril that, in Landlord’s reasonable estimation, rebuilding or repairs cannot be substantially completed within one hundred eighty (180) days after the date of Landlord’s actual knowledge of such damage, then either Landlord or Tenant may terminate this Lease by delivering to the casualty by other written notice thereof within thirty (30) days after such damage, in which case this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10.(c) below, if this Lease is not terminated under Section 10.(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements or personal property required to be covered by Tenant’s insurance under Section 9. If the Premises are untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord’s repair or restoration work (the "Repair Period"), then the rent for such period shall be abated for the portion of the Premises that are untenantable. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord’s Mortgagee requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord may terminate this Lease by delivering written notice of termination to Tenant on within thirty (30) days after such destruction or before the notice date. e. If damage or such requirement is made known by any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenantsuch Landlord’s Mortgagee, its agentsas applicable, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the projectwhereupon all rights and obligations hereunder shall cease and terminate, except as set forth in for any liabilities of Landlord or Tenant which accrued before this leaseLease is terminated.

Casualty Damage. a. If the premises 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 are Building shall be so damaged by fire or other insured casualty, Landlord will give Tenant written notice casualty that substantial alteration or reconstruction of the time that Landlord has determined Building shall, in its Landlord's reasonable discretion will opinion, be needed to repair required (whether or not the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the Premises shall have been damaged by such fire or other insured casualty. b. If the premises or the building are damaged ), Landlord may, at its option, terminate this Lease by fire or other insured casualty to the extent that it can be repaired notifying Tenant in writing of such termination within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that eventdamage, this lease will continue in full force and effect except that monthly rent will which event the Rent shall be abated on a pro rata basis from as of the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. damage. If the premises or the building are Premises shall be so damaged by fire or other insured casualty 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 an extent substantially complete, then either Landlord or Tenant may terminate this Lease by delivering written notice thereof within ten (10) days after Landlord has determined in its sole discretion can made such determination. If Landlord or Tenant, as the case may be, does not be repaired 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 within one hundred twenty ninety (12090) days after the notice date, date of such damage or as soon as reasonably practicable commence to repair and restore the Building and shall proceed with reasonable diligence to restore the Building ( 1.except that Landlord shall not be responsible for delays outside its control) Landlord may cancel this lease as to substantially the same condition in which it was immediately prior to the happening of the date 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 damage insurance proceeds (excluding any deductible) and any contributions from Tenant, if necessary, actually received by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least Landlord as a result of the date fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant, injury to the business of Tenant, loss of use of any part of the Premises by the Tenant or loss of Tenant's personal property resulting in any way from such damage by written notice given or the repair thereof, except that, subject to the provisions of the next sentence, Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) aboveshall allow Tenant a fair diminution of Rent during the time and to the extent the Premises are unfit for occupancy. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area Premises or any other portion of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are Building be damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is resulting from the result 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 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 willful conduct repair and restoration of all or negligence or failure any portion of the Building caused thereby (including, without limitation, any deductible) to act the extent such cost and expense is not covered by insurance proceeds. In the event the holder of Tenantany indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will then Landlord shall have no the right to terminate this lease on account Lease by delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Tenant of any damage to the premisessuch event, the building, or the project, except whereupon all rights and obligations shall cease and terminate hereunder. Except as set forth otherwise provided in this leaseSection 27, Tenant hereby waives the provisions of Sections 1932(2.), 1933(4.), 1941 and 1942 of the California Civil Code.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its With reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") promptness after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of discovering any damage to the premises or the buildingPremises, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of Common Areas necessary for access to the casualty by written notice to Tenant on or before the notice date. e. If Premises, resulting from any damage by fire or other casualty is the result (“a Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the willful conduct or negligence or failure time required to act substantially complete repair of Tenantsuch damage (the “Landlord Repairs”). If, its agentsaccording to such estimate, contractors, employees or invitees, monthly rent will the Landlord Repairs cannot be abated. Tenant will have no right to substantially completed within 270 days after they are commenced, either party may terminate this lease on account 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 premisesProject resulting from any Casualty, Landlord may, whether or not the buildingPremises 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 than deductibles with respect to earthquake damage); (iii) Landlord decides to rebuild the projectBuilding or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the 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 intent to repair such damages. If this Lease is not terminated pursuant to the Section 11, Landlord shall promptly and diligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the Premises and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except as set forth in this lease.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 the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance

Casualty Damage. a. If the premises Premises or the building are any part thereof shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant prompt written notice of thereof to Landlord. In case the time that Landlord has determined in its reasonable discretion will Premises shall be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are so damaged by fire or other insured casualty to that substantial alteration or reconstruction of the extent that it can Premises shall, in Landlord's sole opinion, be repaired required (whether or not the Premises shall have been damaged by such fire or other casualty), Landlord may, at its option, terminate this Lease and the term and estate hereby granted by notifying Tenant in writing of such termination within sixty (60) days after the notice datedate of such damage. If Landlord does not thus elect to terminate this Lease, Landlord will promptly begin to repair the damage shall within ninety (90) days after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of such damage com- mence to repair and restore the damage until Premises and shall proceed with reasonable diligence to restore the date Premises (except that Landlord shall not be responsi- ble for delays outside its control) to substantially the same condition in which it was immediately prior to the happening of the completion casualty, except that Landlord shall not be required to rebuild, repair or replace any part of Tenant's furniture, furnishings or fixtures and equipment removable by Tenant under the provisions of this Lease, but such repairs (work shall not exceed the "repair period") based on the proportion scope of the rentable area work done by Landlord in originally constructing the Premises, nor shall Landlord in any event be required to spend for such work an amount in excess of the premises that insurance proceeds 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, injury to the business of Tenant, loss of use of any part of the Premises by the Tenant is unable or loss of Tenant's personal property resulting in any way from such damage or the repair thereof, except that, subject to use the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of rent during the repair period. c. time and to the extent the Premises are unfit for occupancy. If the premises Premises or any other portion of the building Project are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or invitees, the rent shall not be repaired within one hundred twenty (120) days after diminished during the notice daterepair of such damage and Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of the Premises caused thereby to the extent such cost and expense is not covered by insurance proceeds. Notwithstanding anything herein to the contrary, the ( 1.) Landlord may Tenant shall be entitled to cancel this lease as of Lease in the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within event that Tenant's business is interrupted for more than sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair following such casualty unless the damage or to cancel this lease as of the date of the casualty was caused by written notice to Tenant on or before the notice dateTenant's negli- gence. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If If: (a) the premises Building or Project shall be so damaged that substantial alteration or reconstruction of the Building or Project shall, in Landlord’s opinion, be required (whether or not the Premises shall have been damaged by the casualty); or (b) Landlord is not permitted to rebuild the Building or the building are Project in substantially the same form as they existed before the damage; or (c) the Premises shall be materially damaged by fire casualty during the last two years of the Lease Term; or other insured (d) any mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (e) the damage is not covered by insurance maintained by Landlord; then Landlord may, within 90 days after the casualty, Landlord will give notice to Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed Landlord’s election to repair the damageterminate this Lease, and the election (if any) that balance of the Lease Term shall automatically expire on the fifth day after the notice is delivered. If Landlord has made according does not elect to terminate this section. The notice will be given Lease, Landlord shall proceed with reasonable diligence to restore the Building and the Premises to substantially the same condition they were in immediately before the tenth day (casualty. However, Landlord shall not be required to restore any unleased premises in the "notice day") after Building or any portion of Tenant’s property, and Landlord’s obligation to repair or restore the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty Premises shall be limited to the extent that it can be repaired within sixty (60) days after of insurance proceeds actually received by Landlord due to the notice date, Landlord will promptly begin casualty and shall not include any improvements or alterations performed by Tenant. Rent shall ▇▇▇▇▇ in proportion to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date portion of the Premises not usable by Tenant as a result of any casualty resulting in damage until to the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant Building which is unable covered by insurance carried or required to use during the repair period. c. If the premises or the building are damaged be carried by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice dateunder this Lease, the ( 1.) Landlord may cancel this lease as of the date of on which the damage by written notice given Premises becomes unusable. Landlord shall not otherwise be liable to Tenant on for any delay in restoring the Premises or before the notice date any inconvenience or ( 2.) annoyance to Tenant may cancel this least as of the date of the damage by written notice given or injury to Landlord if repairs cannot be completed within sixty (60) days as set forth Tenant’s business resulting in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair way from the damage or to cancel this lease as of the date of repairs, Tenant’s sole remedy being the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account an abatement of any damage to the premises, the building, or the project, except as set forth in this leaseRent.

Casualty Damage. a. If the premises Premises or any common areas of the building are Property providing access thereto shall be damaged by fire or other insured casualty, and if such casualty does not cause a termination of this Lease as hereinafter provided, Landlord will give shall use available insurance proceeds to restore the same. Such restoration shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other Laws or by any Holder (as defined in Article 25), any other modifications to the common areas deemed desirable by Landlord (provided access to the Premises is not materially impaired), and except that Landlord shall not be required to repair or replace any of Tenant’s furniture, furnishings, fixtures or equipment, or any alterations or improvements made by Tenant written notice or any improvements made to the Premises that are above the base building condition. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof. However, Landlord shall allow Tenant a proportionate abatement of Rent during the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired the Premises are unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof including a reasonable period not to exceed one hundred twenty (120) days to permit Tenant to restore Tenant’s improvements and alterations which are not Landlord’s responsibility hereunder. Notwithstanding the foregoing to the contrary, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the damage until Premises) if the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are Property shall be damaged by fire or other insured casualty or cause such that: (a) repairs to an extent Landlord has determined in its sole discretion can the Premises and access thereto cannot reasonably be repaired completed within one hundred twenty (120) days after the notice datecasualty without the payment of overtime or other premiums, (b) more than twenty-five percent (25%) of the Premises is affected by the damage, and fewer than 24 months remain in the Term, or any material damage occurs to the Premises during the last 12 months of the Term, ( 1.c) any Holder (as defined in Article 25) shall require that the insurance proceeds or any portion thereof be used to retire the Mortgage debt (or shall terminate the ground lease, as the case may be), or the damage is not fully covered by Landlord’s insurance policies, or (d) the cost of the repairs, alterations, restoration or improvement work would exceed forty percent (40%) of the replacement value of the Building. Tenant agrees that Landlord’s obligation to restore, and the abatement of Rent provided herein shall be Tenant’s sole recourse in the event of such damage and Tenant waives any other rights Tenant may have under any applicable law to terminate the Lease by reason of damage to the Premises or Property. Tenant acknowledges that this Article represents the entire agreement between the parties respecting damage to the Premises or Property. Notwithstanding anything to the contrary contained in this Article 10, Tenant may terminate this Lease if Tenant is unable to use all or a substantial portion of the Premises as a result of fire or other casualty and (a) Landlord may cancel this lease as of fails to commence restoration work to the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed Premises within sixty (60) days as set forth in after the damage occurs, or (b) above. If neither Landlord nor Tenant so elects fails to cancel this leasesubstantially complete such work within one hundred fifty (150) days after commencing the same, or such additional time as may be necessary due to strikes, lock-outs or other labor troubles, shortages of equipment or materials, governmental requirements, power shortages or outages or other causes beyond Landlord’s reasonable control (collectively, “force majeure”), which time period for events of force majeure shall in no event exceed, in the aggregate, more than two hundred and ten (210) days, or (c) such work is reasonably estimated (which estimate Landlord will diligently proceed shall provide within sixty (60) days following the casualty), to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area take more than one hundred eighty (180) days to substantially complete after being commenced, or (d) more than forty percent (40%) of the premises that Premises is affected by the damage, and fewer than twelve (12) months remain in the Term. In order to exercise any of the foregoing termination rights, Tenant is unable must send Landlord at least sixty (60) days (but not more than one hundred twenty (120) days) advance notice specifying the basis for termination, and such notice must be given no later than thirty (30) days following the Landlord’s notice of the estimated time to use during substantially complete the repair period. d. If restoration work. Such termination rights shall not be available to Tenant if Landlord substantially completes the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage repairs to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice datePremises within sixty (60) days after Tenant’s notice. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If the premises Premises or the building are any part thereof shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant prompt written notice of thereof to Landlord. In case the time that Landlord has determined in its reasonable discretion will Premises shall be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are so damaged by fire or other insured casualty to that the extent that it can be repaired cost of restoration, as reasonably determined by Landlord, will equal or exceed 50 % of the replacement value of the building (exclusive of foundations), Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within sixty ninety (6090) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that eventdamage, this lease will continue in full force and effect except that monthly rent will which event the Rent shall be abated on a pro rata basis from as of the date of such damage. 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 until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent damage, Landlord has determined in its sole discretion can not be repaired shall within one hundred twenty (120) days after the notice datedate of such damage commence to repair and restore the Premises and shall proceed with reasonable diligence to restore the Premises (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 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; and provided further that if in the reasonable opinion of Landlord's architect, the damage to the Premises ( 1.not including any Tenant Improvements) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed substantially repaired within sixty (60) 270 days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair after the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area occurrence of the premises that damage, then Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel may terminate this lease as of the date of the casualty by Lease upon written notice to Landlord within thirty (30) days after such determination has been made. 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, injury to the business of Tenant, loss of use of any part of the Premises by the Tenant on or before loss of Tenant's personal property resulting in any way from such damage or the notice date. e. If any damage 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 for occupancy. Notwithstanding anything to the contrary contained herein, if the Premises be damaged by fire or other casualty is resulting from the result intentional or negligent acts or omissions of the willful conduct Tenant or negligence or failure to act any of Tenant's Representatives, its agents, contractors, employees or invitees, monthly rent will (i) the Rent shall not be abated. Tenant will have no right to terminate this lease on account diminished during the repair of any such damage (except to the premisesextent Landlord receives payments from business interruption insurance to be obtained at Tenant's cost and expense), the building, or the project, except as set forth in this lease.(ii) Tenant shall not have

Casualty Damage. a. (a) During the Term, 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 that substantial alteration or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged by such fire or other casualty), (i) if such damage cannot be repaired within 90 days thereafter, as reasonably determined by Landlord, (ii) if any mortgagee under a mortgage or deed of trust covering the Building requires that the insurance proceeds payable as a result of said fire or other casualty be used to retire or reduce such mortgage debt, or (iii) if such damage is not covered by insurance carried by Landlord, Landlord may, at its option, terminate this Lease and the term and estate hereby granted by notifying Tenant in writing of such termination within 50 days after the date of such damage, in which event the Rent shall be abated as of the date of such damage. If Landlord elects to repair the Premises and/or the Building, Landlord shall within 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 casualty, except 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. Tenant shall not be entitled to any compensation or damages from Landlord, and Landlord shall not be liable, 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. If the premises Premises or any other portion of the building Building are damaged by fire or other insured casualtycasualty resulting from the negligence of Tenant or any Tenant Party, Tenant shall be liable to Landlord will give Tenant written notice for the cost and expense of the time that Landlord has determined in its reasonable discretion will be needed to repair and restoration of the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty Building caused thereby to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date such cost and will diligently pursue the completion of such repairexpense is not covered by insurance proceeds. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises Whether or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises is caused by Tenant or a Tenant Party, Tenant shall cause all applicable proceeds under Tenant’s insurance to be paid to or for the buildingaccount of Landlord for payment of the necessary repair and restoration. Any insurance which may be carried by Landlord against loss or damage to the Building or to the Premises shall be for the sole benefit of Landlord and under its sole control. Tenant hereby specifically waives any and all rights it may have under any law, statute, ordinance or regulation to terminate the Lease by reason of casualty or damage to the Premises or Building, and the parties hereto specifically agree that the Lease shall not automatically terminate by law upon destruction of the Premises. Except as otherwise provided in this Section 22, Tenant hereby waives the provisions of California Civil Code sections 1932(2), 1933(4), 1941 and 1942. (b) In the event that Landlord elects to repair any damage to the Premises and/or Building (if such damage prevents Tenant from using the Premises pursuant to this Lease), Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by shall deliver written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result indicating Landlord’s good faith estimate of the willful conduct or negligence or number of days required to repair such damage within 50 days following the date of such damage. If Landlord’s estimate is in excess of 200 days following such notice, Tenant shall have the right, by delivery of written notice to Landlord within 30 days after receipt of Landlord’s estimate, to terminate this Lease, which termination shall be effective upon delivery of such notice by Tenant to Landlord. The failure of Tenant to act provide such written notice within such time period shall be deemed a waiver of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no ’s right to terminate this lease on account of any damage Lease pursuant to the premises, the building, or the project, except as set forth in this leasepreceding sentence.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises or the buildingBuilding promptly on discovery of the same. If the Premises or the Building is totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord's reasonable estimation, rebuilding or repairs cannot be substantially completed within 180 days after the date of Landlord's actual knowledge of such damage, then either Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to the other written notice thereof within 30 days after such damage, in which case, the rent shall be abated from the date of occurrence through the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10(c), if this Lease is not terminated under Section 10(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the contents required to be covered by Tenant's insurance under Section 9 and Tenant shall use the proceeds from such insurance for the replacement of trade fixtures, furniture, inventory and other personal property and for the restoration of Tenant's Alterations, improvements and additions to the Premises. If the Premises are untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work (the "Repair Period") then the rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances and the Term shall be extended by the number of days in the Repair Period. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord will have the option either may terminate this Lease by delivering written notice of termination to elect to repair the Tenant within 30 days after such destruction or damage or to cancel such requirement is made known by any such Landlord's Mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Tenant which accrued before this lease as of Lease is terminated, provided that all Base Rent and any additional rent accruing after the date of the casualty by written notice to Tenant on or before the notice date. e. If shall be abated, and any damage by fire rent or other monies paid in advance by Tenant under the terms of this Lease for the period from and after the casualty is the result of the willful conduct or negligence or failure shall be repaid to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If In the premises event the Premises should be destroyed or the building are damaged by fire fire, windstorm, or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice datePremises is rendered unfit for the intended purpose of Tenant, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as Lease after thirty (30) days notice to Landlord, but only after removing any trash and/or debris therefrom, subject to the terms and provisions of any Permitted Leasehold Mortgage. If the date Premises is partially damaged due to any other reason than the causes described immediately above, but the Premises is not rendered unusable for Tenant’s purposes subject to the terms and provisions of any Permitted Leasehold Mortgage, the damage same shall be repaired by written notice given Tenant to Landlord if the extent Tenant receives sufficient proceeds to complete such repairs cannot from its insurance carrier under its insurance policy. Any such repairs will be completed within sixty (60) days as set forth in (b) abovea reasonable time after receipt of such proceeds. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises shall be so extensive as to render it unusable for Tenant’s purposes but shall nonetheless be capable of being repaired within One Hundred Twenty (120) days, subject to the terms and provisions of any Permitted Leasehold Mortgagee the damage shall be repaired with due diligence by Tenant to the extent Tenant receives sufficient proceeds under its insurance policy to complete such repairs. In the event that a nearby structure(s) or the buildingimprovement(s) is damaged or destroyed due to Tenant’s negligence, Landlord will have the option either to elect Tenant shall be solely liable and responsible to repair and/or compensate the owner for such damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice dateloss. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. (a) Tenant shall give written notice to Landlord of any damage to any Building promptly on discovery of the same. If the premises Building is totally destroyed by an insured peril, or the building are so damaged by fire an insured peril that, in Landlord's reasonable estimation, rebuilding or other insured casualtyrepairs cannot be substantially completed within 180 days after the date of Landlord's actual knowledge of such damage, Tenant may terminate this Lease by delivering to Landlord will give Tenant written notice thereof within thirty (30) days after receipt of Landlord's estimate of the time that period for completion of rebuilding or repairs, or if Landlord has determined in its reasonable discretion will be needed fails to repair undertake and complete the damage, and rebuilding or repairs within 210 days after the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day date of Landlord's actual knowledge of such damage (the "Outside Completion Date"), Tenant may terminate this Lease by delivering to Landlord written notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty thereof to Landlord prior to the extent that it can be repaired within sixty first to occur of (60i) Landlord's completion of rebuilding or repairs of such damage, or (ii) five (5) days after the notice date, Landlord will promptly begin to repair expiration of the damage after the notice date and will diligently pursue the completion of such repairOutside Completion Date. In that either event, this lease will continue in full force and effect except that monthly the rent will shall be abated on a pro rata basis from the date of occurrence through the unexpired portion of this Lease, effective upon the date such damage until occurred. Time is of the essence with respect to the delivery of such notices and making of repairs. (b) Subject to Section 10(c), if this Lease is not terminated under Section 10(a), then Landlord shall restore the Building to substantially its previous condition by the Outside Completion Date, except that Landlord shall not be required to rebuild, repair or replace any part of the furniture, fixtures, equipment or personal property required to be covered by Tenant's insurance under Section (a), and not covered by the insurance required to be maintained by Landlord under this Lease. If the Building in question is untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of the substantial completion of such repairs Landlord's repair or restoration work (the "repair periodRepair Period"), then the rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances. (c) based If any Building is destroyed or substantially damaged by any peril not covered by the insurance required to be maintained by Landlord or Landlord's Mortgagee (defined below as the first lienholder on the proportion Premises) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below), Landlord may terminate this Lease by delivering written notice of the rentable area of the premises that termination to Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) 30 days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on such destruction or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel such requirement is made known by Landlord's Mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Landlord or Tenant which accrued before this lease as of Lease is terminated, provided that all Base Rent and any additional rent accruing after the date of the casualty shall be abated, and any rent or other monies paid in advance by Tenant under the terms of this Lease for the period from and after the casualty shall be repaid to Tenant. Notwithstanding the foregoing, if the Building is destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord, Tenant may, at its option, agree to pay the cost or expense of restoration of the Building to substantially its previous condition by delivering written notice to Landlord thereof (the "Restoration Notice") within fifteen (15) days after Tenant receives Landlord's termination notice as provided above. In which event (i) Tenant must deposit necessary additional funds in escrow on or before thirty (30) days after delivering the notice dateRestoration Notice, (ii) this Lease shall not terminate, (iii) any insurance proceeds actually received by Landlord shall be used for restoration, and (iv) provided Tenant timely provides the necessary additional funds, Landlord shall complete such restoration as provided in Section 10(b) above. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If the premises Premises or the building are any part thereof shall be damaged by fire or other insured casualty, Landlord will Tenant shall give Tenant 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 payment of the mortgage debt and not to reconstruction of the Complex, or in the event of any material uninsured loss to the Complex for which Landlord is not required to insure under the terms of this Lease, 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 damage. In furtherance of the foregoing, but not 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 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 following sentences. Within forty-five (45) days after the 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 occurrence of the damage and that Landlord has determined in 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 shall continue and Landlord shall use its reasonable discretion will best efforts to complete said repairs and restoration within said 150-day period. If Landlord fails to provide such assurances, then Tenant shall have the right to notify Landlord within fifteen (15) days that it is terminating this Lease. If the restoration of the Premises is not substantially completed within said 150-day period due to no fault of Tenant, Tenant shall have the right to terminate this Lease by giving notice to Landlord 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 needed apportioned and paid to repair the date of the occurrence of such damage. If this Lease is not terminated, Landlord shall, following settlement of Landlord's insurance claims, promptly commence and proceed with reasonable diligence to restore the Premises and the election (if any) Complex to substantially the same condition in which they were 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 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 proceeds actually received by Landlord as a result of the casualty. At such time as Landlord has completed its reconstruction obligations as above set forth, Tenant 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 according by Tenant. Repairs or replacements of installations made by Tenant or of Tenant's furniture, fixtures, equipment and contents shall be made by Tenant at its sole cost. Landlord shall not be liable for any inconvenience or annoyance to this sectionTenant or injury to the business of Tenant 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 pro rata diminution of rent during the time and based on the portion of the Premises that are damaged and unfit for occupancy. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises Premises or any other portion of the building are Complex is damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis resulting from the date negligence of Tenant or any of Tenant's agents or employees, the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use rent hereunder shall not be diminished during the repair periodof such damage. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises or the buildingBuilding promptly on discovery of the same. If the Premises or the Building is totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord's reasonable estimation, rebuilding or repairs cannot be substantially completed within 270 days after the date of Landlord's actual knowledge of such damage, then either Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to the other written notice thereof within 30 days after such damage, in which case, the rent shall be abated from the date of occurrence through the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10(c), if this Lease is not terminated under Section 10(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the contents required to be covered by Tenant's insurance under Section 9 and Tenant shall use the proceeds from such insurance for the replacement of trade fixtures, furniture, inventory and other personal property and for the restoration of Tenant's Alterations, improvements and additions to the Premises. If the Premises are untenantable, in whole or in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work (the "Repair Period") then the rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord will have the option either may terminate this Lease by delivering written notice of termination to elect to repair the Tenant within 30 days after such destruction or damage or to cancel such requirement is made known by any such Landlord's Mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Landlord orTenant which accrued before this lease as of Lease is terminated, provided that all Base Rent and any additional rent accruing after the date of the casualty by written notice to Tenant on or before the notice date. e. If shall be abated, and any damage by fire rent or other monies paid in advance by Tenant under the terms of this Lease for the period from and after the casualty is the result of the willful conduct or negligence or failure shall be repaid to act of Tenant, its agents, contractors, employees or invitees, monthly rent will . If Landlord does not be abated. Tenant will have no right to terminate this lease on account of any damage to Lease under this provision, then Landlord shall restore the premises, the building, or the project, except as set forth Premises and rent shall be abated in this leaseaccordance with paragraph 10(b) above.

Casualty Damage. a. If to the premises or Facility - Landlord Obligations and Options. In the building event the Premises are damaged or destroyed or rendered partially unfit for occupancy by fire fire, tornado, hurricane or other insured casualty, Tenant shall give immediate notice to Landlord will give Tenant written notice of who shall be entitled to adjust the time that Landlord has determined in its reasonable discretion will be needed to repair claim with the damage, insurance carrier and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin thereafter proceed to repair the damage after and restore such improvements with reasonable diligence to substantially the notice date and will diligently pursue condition in which they existed immediately prior to the completion occurrence of the casualty; provided, however, that Landlord shall not be obligated to expend more in such restoration than the insurance proceeds available as a result of such repairloss, plus the amount of its deductible. In If the damage or destruction to the Premises is complete such that eventall or substantially all (75% or more) of the Premises is rendered untenantable in the good faith judgment of Landlord's independent architect chosen to make such determination, this lease or so substantial that an independent third party contractor or construction consultant designated by Landlord to make the determination for purposes hereof (the "DESIGNATED CONSTRUCTION EXPERT") determines that reconstruction of the Premises using standard construction scheduling will continue likely take in full force and effect except that monthly rent will be abated on a pro rata basis excess of two hundred seventy (270) days from the date of such determination (the last day of amount of time for restoration of the Premises as estimated by the Designated Construction Expert is herein called the "DATE OF PROJECTED COMPLETION" or, if the actual estimate of restoration time is less than 270 days from the date of the damage until estimate, then the Date of Projected Completion will be deemed for purposes of Tenant's rights hereunder to be the 270th day from the date of the completion of such repairs estimate), or if more than fifty percent (the "repair period"50%) based on the proportion of the rentable area tenant occupiable space in the entire Facility is rendered untenantable by the casualty in the good faith judgment of Landlord's independent architect, then Landlord may terminate this Lease, and in any such termination, rentals and other obligations shall be prorated to the premises that Tenant is unable date of termination (after taking into account any proration of rent during any partial tenantability following the casualty as provided below). A decision to use during the repair period. c. If the premises or the building are damaged terminate shall be made by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty forty-five (12045) days after the notice date, casualty and if Landlord's Designated Construction Expert determines that reconstruction of the Premises will take in excess of two hundred seventy ( 1.270) Landlord may cancel this lease as of days from the date of such determination or Landlord's independent architect determines that fifty percent (50%) or more of the damage Building area in the Facility or more than seventy-five percent (75%) of the Premises was rendered untenantable by written the casualty, then Landlord will notify Tenant in writing within such 45-day period as to whether Landlord elects to terminate this Lease or to keep this Lease in effect (subject to Tenant's termination rights, below) and pursue completion of restoration of the Premises, which notice given shall be accompanied by the estimate of the Date of Projected Completion by the Designated Construction Expert or determination of percent of untenantability by Landlord's architect, as applicable, if either ground is being used at the basis for Landlord's election to terminate or if Landlord is electing not to terminate but requires longer than two hundred seventy (270) days to complete such restoration work (such notice and required accompanying information being herein called the "LANDLORD'S ELECTION NOTICE"). If Landlord fails to timely give such Landlord's Election Notice, then Landlord shall be deemed to have elected not to terminate this Lease and the Date of Projected Completion will be deemed to be two hundred seventy (270) days from the end of its time to give such notice. If Landlord's settlement of its insurance claim with its insurer is not complete within thirty (30) days after the date on which Landlord receives the estimated Date of Projected Completion from the Designated Construction Expert, then Landlord will be entitled to automatic extension of the Date of Projected Completion for each day, up to thirty (30) additional days, that it takes to settle such claim. If a decision is made (or deemed made) by Landlord to repair, such repairs shall be commenced and completed with reasonable diligence subject to events of force majeure or other events beyond Landlord's reasonable control, subject to Tenant's right of termination under certain circumstances specified below. Tenant on shall contribute to Landlord in cash upon demand the replacement cost of any portions of the Premises that Tenant was required to insure, in each case whether or before not Landlord elects to terminate this Lease, and such obligations of Tenant survive termination of this Lease. Landlord shall not be obligated to repair or replace (A) any alteration, fixture, addition or improvement added by Tenant except the notice date Tenant Office Improvements (but only if the construction thereof has been fully completed by Tenant [otherwise to be covered by Tenant's or its contractor's builder's risk policy or Tenant' self-insurance and to be rebuilt by Tenant after completion of Landlord's work at Tenant's sole expense] and provided that a set of as-built plans and specifications therefor have been provided to Landlord in CAD format), (B) any of Tenant's property or contents, or ( 2.C) Tenant may cancel this least as any portion of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises Premises that Tenant is unable not committed to use during Lease hereunder for at least a term of one year after the repair period. d. Date of Projected Completion. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as part of the date Temporary Office Space is damaged and Tenant has not yet exercised its extension option under Paragraph 7(b) of the casualty by written notice EXHIBIT "E" and Tenant desires to require Landlord to restore such Temporary Office Space, then Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act shall notify Landlord of Tenant, 's binding election to exercise its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate extend this lease on account of any damage Lease as to the premises, the building, that Office Space (or the project, except relevant portion as set forth in this lease.to which such right may otherwise apply) within five (5) days after Landlord's written request; provided,

Casualty Damage. a. If Subject to Article 6 and the premises remainder of this Article 8, Landlord shall use available insurance proceeds to restore the Premises or any common areas of the building Property providing access thereto which are damaged by fire or other insured casualty during the Term. Such restoration shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other Laws or by any Holder, any other modifications to the common areas deemed desirable by Landlord will give (provided access to the Premises is not materially impaired), and except that Landlord shall not be required to repair or replace any of Tenant's furniture, furnishings, fixtures or equipment, or any of Tenant’s alterations or improvements in the Premises, which Tenant covenants to rebuild at Tenant’s expense promptly after the casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However, from the date of the casualty until Landlord completes Landlord’s repairs, Landlord shall allow Tenant a proportionate abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof (unless Tenant or its employees or agents intentionally caused the damage). Notwithstanding the foregoing, Landlord may terminate this Lease by giving Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired termination within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the damage until Premises), if the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are Property shall be damaged by fire or other insured casualty such that: (a) repairs to an extent Landlord has determined in its sole discretion can the Premises and access thereto cannot reasonably be repaired completed within one two hundred twenty seventy (120270) days after the notice datecasualty without the payment of overtime or other premiums, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) abovemore than twenty-five percent (25%) of the Premises is affected by the damage and fewer than 24 months remain in the Term, (c) the damage is not fully covered by Landlord's insurance policies (excluding the deductible), provided that Landlord is maintaining the insurance required to be maintained by Landlord in accordance with this Lease, or (d) the cost of the repairs, alterations, restoration or improvement work would exceed twenty-five percent (25%) of the replacement value of the Property, or (e) the nature of such work would make termination of this Lease necessary and Landlord also terminates the leases of all other similarly situated tenants. If neither Landlord nor Tenant so elects does not elect to cancel this leaseterminate the Lease as provided above, Landlord will diligently proceed shall send Tenant a written estimate, from an independent architect or general contractor selected by Landlord, of the amount of time reasonably required to repair and restore the building Premises and premises and monthly rent will access thereto, as the case may be abated on a pro rata basis during the repair period based on the proportion (“Completion Estimate”). Tenant may terminate this Lease by giving Landlord written notice of rentable area termination within thirty (30) days after Tenant’s receipt of the premises that Completion Estimate (such termination notice to include a termination date providing not more than ninety (90) days for Tenant is unable to use during vacate the repair period. d. If the premises or the building are damaged by uninsured casualtyPremises), or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage Property shall be damaged by fire or other casualty is such that: (a) the result Completion Estimate estimates that Landlord’s repairs to the Premises and access thereto cannot reasonably be completed within two hundred seventy (270) days after the casualty without the payment of overtime or other premiums, or (b) more than twenty-five percent (25%) of the willful conduct or negligence or failure Premises is affected by the damage and fewer than 24 months remain in the Term. Furthermore, if neither Landlord nor Tenant terminates this Lease as provided above and Landlord undertakes but fails to act substantially complete Landlord’s restoration of Tenant, its agents, contractors, employees or invitees, monthly rent will the Premises and access thereto within two hundred seventy (270) days after the casualty (“270 Day Period”) Tenant may terminate this Lease by giving Landlord written notice of termination at any time after the 270 Day Period but prior to such substantial completion (such termination notice to include a termination date providing not be abatedmore than thirty (30) days for Tenant to vacate the Premises). Tenant will agrees that Landlord's obligation to restore, the abatement of Rent and the termination options provided herein, shall be Tenant's sole recourse in the event of such damage, and waives any other rights Tenant may have no right under any applicable Law to terminate this lease on account the Lease by reason of any damage to the premises, Premises or Property. Tenant acknowledges that this Article represents the building, entire agreement between the parties respecting casualty damage to the Premises or the project, except as set forth in this leaseProperty.

Casualty Damage. a. If In the premises event of damage or destruction of the building are damaged Premises by fire or any other insured casualty, this Lease shall not be terminated, but the Premises shall be promptly and fully repaired or restored, as the case may be, by Landlord will give Tenant written notice 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 time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that eventaforesaid events, this lease will Lease shall continue in full force and effect except that monthly rent will be abated on a pro rata basis from effect, but if the date of condition is such so as to make the damage until entire Premises untenantable for practical use for Tenant's purposes, then the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Rent which Tenant is unable obligated to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease pay hereunder shall ▇▇▇▇▇ as of the date of the damage occurrence until the Premises have been fully and completely restored by written notice given to 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 on or before the notice date or ( 2.) Tenant may cancel this least as can still make practical use of the date balance of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis Premises; then during the repair period based on the proportion of rentable area of the premises that Tenant is unable deprived of the use of the damaged portion of said Premises, Tenant shall be required to use during pay Rent covering only that part of the repair period. d. If Premises that it is able to occupy, based on that portion of total rent which the premises 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 percent (25%) or more of the building Premises are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage destroyed by fire or other casualty is the result so as 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 willful conduct fire or negligence or failure other casualty to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to the other party may terminate this lease on account of any damage Lease, in which case the Rent shall be apportioned and paid to the premisesdate of said fire or other casualty. Subject to the foregoing, the buildingno compensation, or claim, 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 projectnecessity of repairing the Premises or any portion of the Building of which they are a part, except as set forth in this leasehowever the necessity may occur.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises or the buildingBuilding promptly on discovery of the same. If the Premises or the Building is totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord's reasonable estimation, rebuilding or repairs cannot be substantially completed within 90 days after the date of Landlord's actual knowledge of such damage, then either Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to the other written notice thereof within 30 days after such damage, in which case, the rent shall be abated from the date of occurrence through the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to the delivery of such notices. (b) Subject to Section 10 (a.), if this Lease is not terminated under Section 10 (a.), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements or personal property required to be covered by Tenant's insurance under Section 9. If the Premises are untenable, in whole or in part, during the period during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work (the "REPAIR PERIOD") then the rent for such period shall be reduced to such extent as may be fair and reasonable under the circumstances. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgage (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, Landlord will have the option either may terminate this Lease by delivering written notice of termination to elect to repair the Tenant within 30 days after such destruction or damage or to cancel such requirement is made known by any such Landlord's Mortgagee, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Tenant which accrued before this lease as of Lease is terminated, provided that all Base Rent and any additional rent accruing after the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not shall be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this lease.

Casualty Damage. a. If the premises Premises or any common areas of the building are Property providing access thereto shall be damaged by fire or other insured casualty, and if such casualty does not cause a termination of this Lease as hereinafter provided, Landlord will give shall use available insurance proceeds to restore the same. Such restoration shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other Laws, any other modifications to the common areas deemed desirable by Landlord (provided access to the Premises is not materially impaired) or required by any Holder (as defined in Article 25), and except that Landlord shall not be required to repair or replace any of Tenant's furniture, furnishings, fixtures or equipment, or any alterations or improvements in excess of any work performed or paid for by Landlord under any separate agreement signed by the parties in connection herewith. Landlord shall not be liable for any inconvenience or annoyance to Tenant written notice or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However, Landlord shall allow Tenant a proportionate abatement of Rent during the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired the Premises are unfit for occupancy for the conduct of Tenant's business and not occupied by Tenant for the conduct of Tenant's business as a result thereof (unless Tenant or its employees or agents caused the damage). Notwithstanding the foregoing to the contrary, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of damage (such termination notice dateto include a termination date providing at least ninety (90) days for Tenant to vacate the Premises), Landlord will promptly begin if the Property shall be materially damaged by Tenant or its employees or agents, or if the Property shall be damaged by fire or other casualty or cause such that: (a) repairs to repair the Premises and access thereto cannot reasonably be completed within one hundred fifty (150) days after the casualty without the payment of overtime or other premiums, (b) more than forty percent (40%) of the Premises is affected by the damage, and fewer than 18 months remain in the Term, or any material damage occurs to the Premises during the last 12 months of the Term, (c) any Holder (as defined in Article 25) shall require that the insurance proceeds or any portion thereof be used to retire the Mortgage debt (or shall terminate the ground lease, as the case may be), or the damage after is not fully covered by Landlord's insurance policies, or (d) the notice date cost of the repairs, alterations, restoration or improvement work would exceed forty percent (40%) of the replacement value of the Building. Tenant agrees that Landlord's obligation to restore, and will diligently pursue the completion abatement of Rent provided herein, shall be Tenant's sole recourse in the event of such repairdamage, and, except as provided below in this Article 10, Tenant waives any other rights Tenant may have under any applicable law to terminate the Lease by reason of damage to the Premises or Property. In Tenant acknowledges that eventthis Article represents the entire agreement between the parties respecting damage to the Premises or Property. Notwithstanding anything to the contrary contained in this Article 10, Tenant may terminate this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Lease if Tenant is unable to use during all or a substantial portion of the repair period. c. If Premises for the premises or the building are damaged by conduct of Tenant's business as a result of fire or other insured casualty to an extent Landlord has determined in not caused by Tenant or its sole discretion can not be repaired within one hundred twenty employees or agents, and (120) days after the notice date, the ( 1.a) Landlord may cancel this lease as of fails to commence, restoration work to the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed Premises within sixty (60) days as set forth in after the damage occurs, or (b) above. If neither Landlord nor Tenant so elects fails to cancel this lease, Landlord will diligently proceed to repair substaintially complete such work within one hundred fifty (150) days after the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion date of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured such casualty, or if such additional time as may be necessary due to strikes, lock-outs or other labor troubles, shortages of equipment or materials, governmental requirements, power shortages or outages or other causes beyond Landlord's reasonable control (collectively, "FORCE MAJEURE"), which time period for events of force majeure shall in no event exceed, in the proceeds of insurance are insufficient aggregate, more than one hundred and twenty (120) days, or (c) such work is reasonably estimated (which estimate Landlord shall provide to pay for Tenant within sixty (60) days following the repair of any damage casualty), to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of take more than one hundred fifty (150) days from the date of the casualty by written notice to Tenant on substantially complete, or before the notice date. e. If any damage by fire or other casualty is the result (d) more than forty percent (40%) of the willful conduct or negligence or failure Premises is affected by the damage, and fewer than twelve (12) months remain in the Term. In order to act exercise any of the foregoing termination rights, Tenant must send Landlord notice specifying the basis for termination, and such notice must be given no later than thirty (30) days following the occurrence of the condition serving as the basis for the termination right invoked by Tenant, except in the case of Tenant's termination right in (c) above, its agents, contractors, employees or invitees, monthly rent will not in which case such notice must be abated. given by Tenant will have no right to terminate this lease on account within ten (10) business days after Tenant's receipt of any damage to the premises, the building, or the project, except as set forth in this leaseLandlord's estimate.

Casualty Damage. a. If the premises Premises or the building Building are damaged made unfit for occupancy by fire or other insured casualty, acts of God or other cause, which Landlord reasonably estimates will give require in excess of 180 days to restore (or if the Premises or Building are substantially damaged during the last, 12 months of the Term), (i) then either Landlord or Tenant may elect to terminate this Lease as of the date when the Premises or the Building are so made unfit for occupancy, by written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired other within sixty ninety (6090) days after the notice that date, and (ii) if neither party so elects to terminate this Lease, Landlord will promptly begin shall proceed to repair repair, restore or rehabilitate the damage Premises or the Building at Landlord's expense within one hundred eighty (180) days after Landlord is enabled to take possession of all damaged areas and to undertake reconstruction or repairs. If Landlord shall proceed to so repair, restore or rehabilitate the notice date and will diligently pursue Premises or the completion of such repair. In that eventBuilding, then this lease will continue in full force and effect except that monthly rent will Lease shall not terminate, but Rent shall be abated on a pro rata per diem basis from to the date of extent and for the damage until period that the date of Premises are unfit for Tenant’s use in the completion of such repairs normal course. If Landlord shall proceed under (ii) above and shall not substantially complete the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired work within said one hundred twenty eighty (120180) days after day period (excluding from said period loss of time attributable to delays beyond the notice datereasonable control of Landlord), the ( 1.) Landlord then Tenant may cancel then terminate this lease Lease as of the date of when the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises Premises or the building are damaged by uninsured casualtyBuilding were so made unfit for occupancy, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty by written notice to the Landlord at any time prior to substantial completion; provided, however, that if Tenant on or before so notifies Landlord of such termination and if Landlord substantially completes such repairs within thirty (30) days after receipt of such notice, then such notice shall be null and void and the notice date. e. If any damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will Lease shall not be abatedterminated. Tenant will have no right In the event of termination of this Lease pursuant to terminate this lease Section, Rent shall be apportioned on account a per diem basis to and including the effective date of any damage to the premises, the building, or the project, except as set forth in this leasesuch termination.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will give Tenant written notice of the time that Landlord has determined in its With reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") promptness after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of discovering any damage to the premises or the buildingPremises, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of Common Areas necessary for access to the casualty by written notice to Tenant on or before the notice date. e. If Premises, resulting from any damage by fire or other casualty is the result (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the willful conduct or negligence or failure time required to act substantially complete repair of Tenantsuch damage (the “Landlord Repairs”). If, its agentsaccording to such estimate, contractors, employees or invitees, monthly rent will the Landlord Repairs cannot be abated. Tenant will have no right to substantially completed within 180 days after commencement, either party may terminate this lease on account 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 premisesProject resulting from any Casualty, Landlord may, whether or not the buildingPremises 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; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the 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. If this Lease is not terminated pursuant to this Section 11, Landlord shall promptly and diligently perform the Landlord Repairs, subject to reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the 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 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 15 days after Landlord’s 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 projectPremises or any Common Area necessary for Tenant’s access to the Premises is damaged by a Casualty, except then, during any time that, as set forth a result of such damage, any portion of the Premises is untenantable or inaccessible and is not occupied by Tenant, Monthly Rent shall be abated in this leaseproportion to the rentable square footage of such portion of the Premises.

Casualty Damage. a. A. If all or any part of the premises or the building are Premises is damaged by fire or other insured casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable as a result of a fire or other casualty (including due to the inaccessibility of the Premises), the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant. Landlord shall have the right to terminate this Lease if: (1) the Building, the Campus or the Project shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of the Building or the Campus shall be required (whether or not the Premises has been damaged), and such reconstruction or alteration would effectively eliminate the continued use of the Premises in the manner contemplated by this Lease; (2) Landlord is not permitted by Law to rebuild the Building, the Campus or the Project in substantially the same form as existed before the fire or casualty; (3) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of the casualty; (4) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (5) a material uninsured loss to the Building, the Campus or the Project occurs. Notwithstanding the foregoing, Landlord will give 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 15 days after receipt of Landlord’s written notice of termination, validly exercises such right. The foregoing shall not prohibit Landlord from exercising its right to terminate for any of the time that other reasons set forth herein. Landlord has determined may exercise its right to terminate this Lease by notifying Tenant in its writing of such termination as soon as reasonably practicable (taking into consideration delays such as adjustment of insurance claims), but in all circumstances within 90 days after the date of the casualty. If Landlord does not terminate this Lease, Landlord shall commence and proceed with reasonable discretion will be needed diligence to repair and restore the damage, Building and the election Leasehold Improvements (excluding any Alterations that were performed by Tenant in violation of this Lease). However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord together with any applicable deductible; provided that if any) that Landlord has made according does not receive sufficient insurance proceeds to substantially complete the restoration of the Premises and Landlord elects not to fund any shortfall, Landlord shall so notify Tenant immediately and Tenant, within 10 days after such notification, shall have the right to terminate this sectionLease by the giving of written notice to Landlord. The notice will Landlord shall not be given before liable for any loss or damage to Tenant’s Property or to the tenth day (the "notice day") after business of Tenant resulting in any way from the fire or other insured casualtycasualty or from the repair and 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. b. B. If all or any portion of the premises or Premises shall be made untenantable (including due to the building are damaged inaccessibility of the Premises) by fire or other insured casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (“Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 180 days from the date the repair and restoration is started, then regardless of anything in Section XVII.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the fire or casualty was caused by the negligence or intentional misconduct of Tenant, Tenant Related Parties or any of Tenant’s transferees, contractors or licensees. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate the Lease and Landlord does not substantially complete the repair and restoration of the Premises within 2 months after the expiration of the estimated period of time set forth in the Completion Estimate, which period shall be extended to the extent that it can be repaired within sixty (60) days after the notice dateof any Reconstruction Delays, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) then Tenant may cancel terminate this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of the date of the casualty Lease by written notice to Tenant on or before Landlord within 15 days after the notice date. e. If any damage by fire or other casualty is expiration of such period, as the result same may be extended. For purposes of the willful conduct or negligence or failure to act of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premisesLease, the building, or term “Reconstruction Delays” shall mean: (i) any delays caused by the project, except as set forth in this leaseinsurance adjustment process; (ii) any delays caused by Tenant; and (iii) any delays caused by events of Force Majeure.

Casualty Damage. a. If the premises Project, the Building, or any systems serving the Building or the building Premises, are damaged by fire or other insured casualtycasualty ("Casualty"), then the Landlord will give shall within THIRTY (30) days of such casualty notify the Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice dayLANDLORD'S NOTICE") after whether or not in the fire or other insured casualty. b. If reasonable determination of the premises or Landlord the building are damaged by fire or other insured casualty to the extent that it damage can be repaired within sixty ONE HUNDRED EIGHTY (60180) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs notice (the "repair periodRESTORATION PERIOD") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. ). If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs and restoration cannot be completed within sixty the Restoration Period, either party may at its option within THIRTY (6030) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during receipt of the repair period. d. If the premises or the building are damaged by uninsured casualtyLandlord's Notice, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel terminate this lease Lease effective as of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire and all rents, Operating Costs or other casualty 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 Landlord shall within THIRTY (30) 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 the same condition in which it was immediately prior to the happening of the 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 willful 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 abat▇. ▇▇ the extent and during the time that only a portion of the Premises is tenantable 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 negligence 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 failure to act advise the Landlord of Tenantits 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 agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account Lease as provided above. The Landlord shall reimburse Tenant within TEN (10) business days of demand for all costs and expenses of any damage kind incurred by the Tenant to make repairs or restorations. If the Landlord shall fail to pay when due any sums owed by the Landlord to the premisesTenant, Tenant shall have the buildingright to set-off all amounts due in accordance with SECTION 33 thereof, or until the projectsums advanced by Tenant are paid in full, except as set forth in this leaseplus all costs of collection, including but not limited to reasonable attorneys' fees and court costs incurred.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will (a) Tenant immediately shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises Premises. If the Premises are totally destroyed by an insured peril, or the buildingso damaged by an insured peril that, Landlord will have the option either to elect to repair the damage in Landlord's estimation, rebuilding or to cancel this lease as of repairs cannot be substantially completed within 180 days after the date of Landlord's actual knowledge of such damage, then Landlord or (if a Tenant Party did not cause such damage) Tenant may terminate this Lease by delivering to the casualty by other written notice thereof within 30 days after such damage, in which case, the rent shall be abated during the unexpired portion of this Lease, effective upon the date such damage occurred. Time is of the essence with respect to Tenant on or before the notice datedelivery of such notices. e. If (b) Subject to Section 10.(c), if this Lease is not terminated under Section 10.(a), then Landlord shall restore the Premises to substantially its previous condition, except that Landlord shall not be required to rebuild, repair or replace any damage by fire or other casualty is the result part of the willful conduct partitions, fixtures, additions and other improvements or negligence personal property required to be covered by Tenant's insurance under Section 9. If the Premises are untenantable, in whole or failure in part, during the period beginning on the date such damage occurred and ending on the date of substantial completion of Landlord's repair or restoration work (the "REPAIR ------ PERIOD"), then the rent for such period shall be reduced to act such extent as may ------ be fair and reasonable under the circumstances and the Term shall be extended by the number of Tenantdays in the Repair Period. (c) If the Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord's Mortgagee (defined below) requires that insurance proceeds be applied to the indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations, its agents, contractors, employees Landlord may elect to restore the Premises pursuant to Section 10.(b) or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account Lease by delivering written notice of termination to Tenant within 30 days after such destruction or damage or such requirement is made known by any damage such Landlord's Mortgagee, as applicable. If Landlord does not deliver to the premisesTenant written notice electing to restore within such 30-day period, the buildingthen Landlord shall have elected to terminate this Lease under this Section 10.(c), or the projectwhereupon all rights and obligations hereunder shall cease and terminate, except as set forth in for any liabilities of Tenant which accrued before this leaseLease is terminated.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will Seller shall give Tenant written notice of the time that Landlord has determined in its reasonable discretion will be needed (a “Casualty Notice”) to repair the damage, and the election (if any) that Landlord has made according to this section. The notice will be given before the tenth day (the "notice day") Buyer reasonably promptly after the fire or other insured casualty. b. If the premises or the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease as of the date of the damage by written notice given to Tenant on or before the notice date or ( 2.) Tenant may cancel this least as of the date of the damage by written notice given to Landlord if repairs cannot be completed within sixty (60) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair occurrence of any damage to the premises improvements on the Property by any casualty, which Casualty Notice shall include Seller’s reasonable estimate of the costs or repair and restoration and the buildingtime to complete such repair and restoration, Landlord will whether or not the loss is insured, and, if such loss is uninsured, whether Seller is willing to provide Buyer with a credit against the Purchase Price in the amount of such uninsured loss. If, before the Closing Date, the improvements on the Property are damaged by any casualty and such casualty constitutes a Material Loss (hereinafter defined), Buyer shall have the option either right, by giving notice to Seller within ten (10) days after Buyer’s receipt of a copy of the Casualty Notice or, if applicable, the Buyer Casualty Termination Notice (hereinafter defined) (the “Buyer Casualty Exercise Period”), to terminate this Agreement, in which event this Agreement shall terminate. If necessary, the Closing Date shall be postponed until the date that is five (5) business days following the later of (i) the expiration of the time period provided to Tenant for delivery of its Tenant Casualty Termination Notice to Seller pursuant to Article 11 of the Lease, or (ii) the expiration of the Buyer Casualty Exercise Period. 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 preceding sentences, then the insurance proceeds (or, if not theretofore received, the right to receive such proceeds), if any, payable on account of the damage, exclusive of any proceeds of any business interruption or rent continuation insurance in respect of Seller’s period of ownership, shall be transferred to Buyer, and the amount of any applicable insurance deductible (not to exceed the repair cost as reasonably determined by Seller) shall be a credit to Buyer against the Purchase Price. In the event of any uninsured loss on account of a casualty hereunder, Seller may elect to repair provide Buyer with a credit against the damage or Purchase Price in the amount of such loss; provided, however, that if Seller does not so elect to cancel provide said credit, then Buyer may terminate this lease as Agreement by delivery of the date of the casualty by written notice to Tenant on or before the notice date. e. If any damage by fire or other casualty is the result Seller within ten (10) days after Buyer’s receipt of a copy of the willful conduct or negligence or failure to act Casualty Notice, in which event Buyer shall receive a refund of Tenant, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no right to terminate this lease on account of any damage to the premises, the building, or the project, except as set forth in this leaseDeposit.

Casualty Damage. a. If the premises or the building are damaged by fire or other insured casualty, Landlord will give Tenant written notice of casualty causes damage to the time that Landlord has determined in its reasonable discretion will be needed Premises and the estimated cost to repair and restore the damage, and Premises to the election (if any) that Landlord has made according to this section. The notice will be given condition existing before the tenth day (the "notice day") after the fire or other insured casualty. b. If casualty is in excess of Two Hundred Fifty Thousand Dollars ($250,000), then Landlord shall have the premises or right to terminate the building are damaged by fire or other insured casualty to the extent that it can be repaired within sixty (60) days after the notice date, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event, this lease will continue in full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises that Tenant is unable to use during the repair period. c. If the premises or the building are damaged by fire or other insured casualty to an extent Landlord has determined in its sole discretion can not be repaired within one hundred twenty (120) days after the notice date, the ( 1.) Landlord may cancel this lease Lease as of the date of the damage by written giving Tenant notice given 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 Tenant on or before terminate the notice date or 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 ( 2.180) Tenant may cancel this least as days of the date of damage. Base Rent shall be abated during the damage period of restoration to the extent the Premises are not reasonably usable for the use permitted by written notice given this Lease. If Landlord repairs the Premises, the amount of any deductible paid by Landlord [not to Landlord if exceed Twenty-five Thousand Dollars ($25,000)] shall constitute "Operating Expenses" and shall be reimbursed by Tenant. If completion of the repairs cannot be completed within sixty is estimated to require more than one hundred eighty (60180) days as set forth in (b) above. If neither Landlord nor Tenant so elects to cancel this lease, Landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of rentable area of the premises that Tenant is unable to use during the repair period. d. If the premises or the building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, Landlord will have the option either to elect to repair the damage or to cancel this lease as of from the date of the casualty by written notice incident, then Tenant may terminate this Lease and obtain the return of its Security Deposit. If Tenant does not elect to Tenant on terminate or before does not have the notice date. e. If any damage by right to terminate the Lease as a result of fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenantcasualty, its agents, contractors, employees or invitees, monthly rent will not be abated. Tenant will have no waives any right to terminate this lease Lease based on account the actual amount of any damage time taken to complete such repairs, provided Landlord works diligently to complete the premisessame. However, if Landlord fails to diligently work to complete the buildingsame, whether or not because of the projectinsufficiency of insurance proceeds, except as set forth in and such failure continues following the giving of thirty (30) days' notice to Landlord, then Tenant may terminate this leaseLease.