Common use of Casualty Damage Clause in Contracts

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case the Building shall be so damaged that in Landlord's reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged by such casualty) or in the event that any portion Landlord will not be permitted by applicable law to rebuild the Building in substantially the same form as existed prior to the fire or casualty or in the event the Premises has been materially damaged and there is less than two (2) years of the Project is damaged Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord may, at its option, terminate this Lease by fire or other casualty and if notifying Tenant in writing of such termination within ninety (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (24090) days after the date of such casualty. Such termination shall be effective as of the date of fire or casualty; (b) if, with respect to any portion of the Premises that was rendered untenantable, and only if, such casualty results in material damage to the Project, Landlord, effective date of termination specified in Landlord's sole judgmentnotice, elects with respect to any portion of the Premises that remained tenantable. If Landlord does not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right elect to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) located within the Premises, if any, which Landlord has insured to substantially the same condition they were in immediately prior to the extent happening of the casualty. Notwithstanding the foregoing, Landlord's Repair Obligationsobligation to restore the Building, and the Leasehold Improvements, if any, 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 casualty. When repairs to the repairs described in the preceding sentence Premises have been completed by Landlord, Tenant shall then complete the restoration or replacement of all leasehold improvements in excess of LandlordTenant's Repair Obligations which are Property necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair reoccupancy of the Project an amount in excess Premises, 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 insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by TenantPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty 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 on a per diem basis during the time and to the extent any damage to the Premises causes the Premises to be rendered untenantable and not used by Tenant. If the Premises or restoration work made necessary any other portion of the Building is damaged by fire or other casualty resulting from the negligence of Tenant or any Tenant Related Parties, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable (except to the extent Landlord is entitled to be reimbursed by the occurrence proceeds of any casualtyrental interruption insurance), and Tenant shall be liable to Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises shall be those specifically set forth herein.

Casualty Damage. If (i) All provisions hereof to the Premises shall be destroyed or --------------- damaged by fire or contrary notwithstanding, in the event any other fire, casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) event renders such damage to the Leased Premises that is such that Landlord cannot reasonably be expected estimated to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after require more than twelve months from the date of such event to restore the casualty; Leased Premises or such damage completely destroys the same (b) ifcollectively, “Casualty Damage”), and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is Casualty Damage was not caused by the fault negligence or neglect willful misconduct of Tenant or any such Casualty Damage is not covered by the insurance required to be maintained by Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Leasehereunder, then in that event MAC or Tenant shall have the right to terminate this Lease by delivering written without payment of any penalty or Accelerated Rent upon notice to Landlord MAC or Tenant given within thirty (30) sixty days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result date of such casualty; . All property insurance proceeds from Tenant’s insurance policy attributable to the building and Landlordthe leasehold improvements on the Leased Premises shall be paid to MAC, and all such proceeds attributable to Tenant’s personal property and equipment shall be paid to Tenant. (ii) All provisions hereof to the contrary notwithstanding, in reliance upon Tenant's waiver the event of its termination rightCasualty Damage, shall proceed to make and such Casualty Damage is caused by the repairs which are within Landlord's Repair Obligations. During any period of reconstruction negligence or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence willful misconduct of Tenant or any Tenant Related Partyof its subtenants, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant electsinvitees, agents, or has employees, then in that event MAC shall have the right to elect, to terminate this Lease as upon notice to Tenant given within sixty days after the result date of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises . All property insurance proceeds from Tenant’s insurance policy attributable to the extent building and the leasehold improvements on the Leased Premises shall be paid to MAC, and all such proceeds attributable to Tenant’s personal property and equipment shall be paid to Tenant. (iii) In the event of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlordany Casualty Damage for which Tenant or MAC has not timely exercised its termination right (if any) as aforesaid, Tenant shall then complete proceed to repair and restore the restoration Leased Premises with all due diligence, subject to delays due to force majeure, settling and adjusting the insurance claim, and receipt of all insurance proceeds, and the insurance proceeds from Tenant’s insurance policy attributable to the leasehold improvements shall be paid to Tenant and held in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises trust for the Permitted Use. repair of the Leased Premises and those proceeds attributable to Tenant's restoration work ’s personal property shall be conducted paid to Tenant. MAC shall refund Tenant for its insurance deductible amounts paid pursuant to any Casualty Damage to the proportionate extent such Casualty Damage was caused by the intentional or negligent acts of MAC, or its employees, agents or contractors. Tenant shall collaborate in accordance good faith with MAC in the design, development, repair, and reconstruction of the Leased Premises hereunder (including but not limited to providing MAC with access to meetings and draft plans and access to Tenant’s decision-making) and shall comply with the provisions and procedures set forth in Section 7 of Section 5.1 above. In no event shall Landlord have this Lease in the obligation to expend for the restoration or repair performance of the Project an amount in excess repair and restoration of the insurance proceeds actually received by Landlord as a result Leased Premises following such Casualty Damage. (iv) If any Casualty Damage occurs that is not the fault of such casualty; and except for those repairs which are within Landlord's Repair ObligationsTenant, all costs and expenses or any of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience their subtenants, invitees, agents, or annoyance to Tenant or injury to the business of Tenant resulting employees in any way making the Leased Premises substantially unusable, rent and all other charges shall be abated on a per day pro-rated basis during the time the Leased Premises are substantially unusable. No rent shall ▇▇▇▇▇ if damage resulted from any casualty act of Tenant or the repair their subtenants, invitees, agents or restoration work made necessary by the occurrence of any casualtyemployees.

Casualty Damage. If the Premises or any part thereof shall be destroyed or damaged --------------- damaged by fire or any other casualty, Tenant Lessee shall immediately give prompt written notice of that occurrence thereof to LandlordLessor. In case the event that any portion of the Project is Building shall be so damaged by fire or other casualty and if that substantial alteration or reconstruction of the Building shall, in Lessor's reasonable opinion, be required (a) whether or not the Premises shall have been damaged by such damage is fire or other casualty), Lessor may, at its option, terminate this Lease by notifying Lessee in writing of such that Landlord cannot reasonably be expected to substantially complete the repairs which are termination within Landlord's Repair Obligations within two hundred forty sixty (24060) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlorddamage, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in which event the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end abated as of the date of Landlord's written notice such damage. If Lessor does not elect to Tenant regarding such termination. In terminate this Lease or substantial alteration or reconstruction of the event that (x) the Premises is rendered Untenantable by fire or any other casualty which Building is not caused by the fault or neglect of Tenant or any Tenant Related Parties; required, Lessor shall within sixty (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24060) 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 Lessor 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 Lessor shall not be required to rebuild, repair, or replace any part of Lessee's furniture, furnishings or fixtures and equipment removable by Lessee or any improvements installed by Lessee under the provisions of this Lease. If the Premises are substantially damaged or impaired by fire or other casualty as reasonably estimated determined by Landlord; Lessor, and the Premises cannot be restored within one hundred eighty (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30180) days after receipt the date of written notice of Landlord's estimate such damage, Lessee may terminate the Lease. Lessor shall not in any event be required to spend for such work an amount in excess of the time insurance proceeds, without regard to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease any deductible actually received by Lessor as a result of the fire or other casualty, unless caused by the gross negligence or willful misconduct of Lessor or Lessor's representative. Lessor shall not be liable for any inconvenience or annoyance to Lessee, injury to the business of Lessee, loss of use of any part of the Premises by the Lessee or loss of Lessee's personal property resulting in any way from such casualty; damage or the repair thereof, except that, subject to the provisions of the next sentence, Lessee's Rent and Landlord, in reliance all other payment obligations hereunder shall be proportionately reduced based upon Tenant's waiver the extent to which damages or repairs prevent Lessee from the conduct of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of business at the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicableas reasonably determined by Lessor. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, If the Premises or any other portion of the Project is Building be damaged by fire or other casualty resulting from the fault or negligence of Tenant Lessee or any Tenant Related Partyof Lessee's agents, employees, or invitees, the Rent shall not be reduced diminished during the repair of such damage. If neither Landlord nor Tenant elects, or has damage and Lessee shall be liable to Lessor for the right to elect, to terminate this Lease as cost and expense of the result repair and restoration of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises Building caused thereby to the extent of Landlord's Repair Obligationssuch cost and expense is not covered by insurance proceeds. When the repairs described Except as otherwise provided in the preceding sentence have been completed by Landlordthis ▇▇▇▇▇▇▇▇▇ ▇▇, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with ▇▇▇▇▇▇ hereby waives the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair Sections 1932(2.), 1933(4.), 1941 and 1942 of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyCalifornia Civil Code.

Casualty Damage. If In the event of damage or destruction of the Premises shall be destroyed or --------------- damaged by fire or any other casualty, this Lease shall not be terminated, but the Premises shall be promptly and fully repaired or restored, as the case may be, to substantially the same condition as existed prior to such fire or other casualty, by Landlord at its own cost and expense in an amount not to exceed the amount of insurance proceeds available. Due allowance, however, shall be given for reasonable time required for adjustment and settlement of insurance claims, and for such other delays as may result from government restrictions, and controls on construction, if any, and for strikes, national emergencies and other conditions beyond the control of Landlord. It is agreed that in any of the aforesaid events, this Lease shall continue in full force and effect, but if the condition is such so as to make the entire Premises untenantable for practical use for Tenant’s purposes, then the Rent which Tenant is obligated to pay hereunder shall ▇▇▇▇▇ as of the date of the occurrence until the Premises have been fully and completely restored by Landlord. Any unpaid or prepaid Rent for the month in which said condition occurs shall be prorated. If the Premises are partially damaged or destroyed but the Tenant can still make practical use of the balance of the Premises; then during the period that Tenant is deprived of the use of the damaged portion of said Premises, Tenant shall immediately give written notice be required to pay Rent covering only that part of the Premises that occurrence it is able to Landlordoccupy, based on that portion of total rent which the amount of square foot area remaining that can be occupied bears to the total square foot area of all the Premises covered by this Lease. In the event that any portion twenty five per cent (25%) or more of the Project is Premises are damaged or destroyed by fire or other casualty so as to be untenantable for practical use for Tenant’s purposes and if it shall require more than one hundred eighty (a180) such damage is such that days for Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date restoration of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Projectsame as reasonably concurred on by Tenant, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's either party hereto upon written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord delivered within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative fire or other casualty to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to other party may terminate the Lease as a result of such casualty; and Landlordthis Lease, in reliance upon Tenant's waiver of its termination right, shall proceed to make which case the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced apportioned and paid to the extent that date of said fire or other casualty. Subject to the Premises are unfit for foregoing, no 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 conduct necessity of Tenant's Permitted Use of the Premises. If, however, repairing the Premises or any portion of the Project is damaged by fire or other casualty resulting from Building of which they are a part, however the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtynecessity may occur.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In the event that any portion of the Project is case a Building shall be so damaged by fire or other casualty and if that fifty percent (a50%) or more of the Building requires substantial alteration or reconstruction, in Landlord’s reasonable opinion, Landlord or Tenant may terminate this Lease as to such damage is Building only or Tenant may terminate this Lease in whole by notifying the other party in writing of such that Landlord cannot reasonably be expected to substantially complete the repairs which are termination within Landlord's Repair Obligations within two hundred forty ninety (24090) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlorddamage, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in which event the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end abated as of the date of Landlord's written notice such damage but only to the extent and during the time period Tenant regarding is not reasonably able, in Tenant’s good faith business judgment, to conduct its operations in the Building during such terminationninety (90) day period. In If the event that (x) the Premises is rendered Untenantable Building or any part thereof shall be damaged by fire or any other casualty which is such that the repair of such damage or casualty shall require more than nine (9) months to 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 caused by limited to, acts of God, earthquakes, strikes, lockouts, boycotts, discontinuance of any utility or other service required for performance of the fault reparation work, moratoriums, governmental agencies, delays on the part of governmental agencies, weather, and the lack of availability or neglect shortage of specialized materials used in the construction of the Building (collectively, “Force Majeure Delays”)], then either Tenant or any Tenant Related Parties; (y) Landlord may terminate this Lease as to such damage is Building only by notifying the other party of such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right election to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate the date on which it is determined by Landlord and Tenant of the length of time necessary to substantially complete such repairs, in which event the Rent shall be abated as of the date of such damage but only to the extent and during the time period Tenant is not reasonably able, in Tenant’s good faith business judgment, to conduct its operations in the damaged portion of the Building. Landlord and Tenant shall determine in writing of the determination of the percentage of the Building damaged or the length of time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result reparation of such casualty; and Landlord, damage as soon as reasonably possible after Landlord is notified in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair writing of the Premisesdamage, Tenant shall continue the operation but in all events within ninety (90) days of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair ’s receipt of such damagenotification from Tenant in writing. If neither Landlord nor Tenant elects, or has the right party exercises their rights to elect, so elect to terminate this Lease as in accordance with the result aforesaid provisions, and provided insurance proceeds are available to fully repair the damage (excluding any deductible), Landlord shall within ninety (90) days after the date of such casualty, then Landlord damage commence to repair and restore the Building and shall commence and proceed with reasonable diligence to restore the Premises Building (except that Landlord shall not be responsible for any Tenant Delays or any Force Majeure Delays and all time periods for performance by Landlord shall be extended commensurately by the period of time attributable to such delays) to substantially the same condition in which it was immediately prior to the extent happening of Landlord's Repair Obligations. When the repairs described in 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 preceding sentence have been completed Tenant Improvements or any other improvements, alterations or additions installed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises or for the Permitted Use. Tenant's restoration work shall be conducted in accordance with benefit of Tenant under the provisions of Section 5.1 abovethis Lease, or Tenant’s initial Alterations. In no event shall Landlord have the obligation to expend for the restoration or repair If they are not becoming part of the Project Building, which requires insurance coverage under Landlord’s Property Insurance. Landlord shall not in any event be required to spend for such work an amount in excess of the insurance proceeds (excluding any deductible) actually received by Landlord as a result of such the fire or other casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. provided that Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyhas complied with its insurance obligations under Sect.

Casualty Damage. If During the term hereof, if the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case the event Building shall be so damaged by fire or other casualty that any portion substantial alteration or reconstruction of the Project Building shall be required, (i) if the Premises have been materially damaged and there is less than one (1) year of the Term remaining on the date of the casualty, or (ii) if insurance proceeds in excess of $500,000 are unavailable to Landlord for the repair of the Building, 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 date of such damage, in which event the Rent shall be abated as of the date of such damage. Notwithstanding the foregoing, with respect to clause (ii) of the preceding sentence, by providing written notice to Landlord (the “Election Notice”) within 10 days following the date Landlord notifies Tenant of Landlord’s determination that a casualty results in a material uninsured loss in excess of $500,000 (and which notice Landlord shall provide to Tenant within a reasonable period of time following Landlord’s determination thereof), Tenant may elect to pay the entire shortfall of all costs and expenses directly related to the restoration of the Building in accordance with the terms of this Lease in excess of $500,000 (the “Restoration Funds”), and, following Landlord’s receipt of the Restoration Funds, Landlord shall have no right to terminate this Lease. If the Premises are damaged by fire or other casualty and Landlord does not elect to terminate the Lease or is not entitled to terminate the Lease pursuant to its terms, then Tenant shall have the option to terminate the Lease if (a) such damage is such that Landlord canthe Premises are not reasonably be expected to substantially complete be fully restored by Landlord to their prior condition within three hundred sixty-five (365) days after the repairs damage, as reasonably determined by Landlord, which are determination Landlord shall make within Landlord's Repair Obligations within two hundred forty thirty (24030) days after the date of the casualty; such damage and shall notify Tenant thereof within such thirty (b30) ifday period, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether if the Premises are affected not actually fully restored by such casualty. In such event, all Rent owed up Landlord to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that their prior condition within three hundred ninety-five (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240395) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then damage. If Tenant shall have the right intends to terminate this Lease by delivering pursuant to the immediately preceding sentence, Tenant shall provide written notice to Landlord within thirty (30) days after receipt of written notice from Landlord of Landlord's estimate ’s determination that the Premises are not reasonably expected to be fully restored within such three hundred sixty-five (365) day period or within fifteen (15) days after the expiration of such three hundred ninety-five (395) period, as the case may be. If neither party terminates the Lease, Landlord shall, within sixty (60) days after the date of such damage, commence to repair and restore the Building and shall proceed with reasonable diligence to restore the Building (except that Landlord shall not be responsible for delays outside its control) to substantially the same condition in which it was immediately prior to the happening of the time casualty, except that Landlord shall not be required to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice rebuild, repair or replace any part of Tenant's termination election ’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 manner Building and within the time period specified in the preceding sentence, then Landlord’s Work. Tenant shall not be deemed entitled to have irrevocably waived its right to terminate the Lease as a result of such casualty; and any compensation or damages from Landlord, in reliance upon Tenant's waiver and Landlord shall not be liable, for any loss of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During use of the whole or any period of reconstruction or repair 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 shall continue a diminution of Rent on a square footage basis during the operation of Tenant's business within the Premises time and to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit or unavailable for the conduct of Tenant's Permitted Use occupancy. Subject to Section 19(h) of the Premises. IfLease, however, if the Premises or any other portion of the Project is Building are damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant’s agents, employees, or invitees, Tenant Related Party, shall be liable to Landlord for the Rent shall not be reduced during cost and expense of the repair and restoration of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises Building caused thereby to the extent of Landlord's Repair Obligationssuch cost and expense is not covered by insurance proceeds. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations Any insurance which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall may be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received carried by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring or Tenant against loss or damage to the Building or to the Premises shall be borne by Tenantfor the sole benefit of the party carrying such insurance and under its sole control. Landlord and Tenant each hereby specifically waives any and all rights each may have under any law, statute, ordinance or 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 be liable for any inconvenience or annoyance to Tenant or injury to automatically terminate by law upon destruction of the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyPremises.

Casualty Damage. 18.1 Tenant shall give immediate notice (by telephone, confirmed in writing) to Landlord of any damage caused to the Premises by fire or other casualty, and if Landlord does not elect to terminate this Lease as provided in Section 18.2, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair the Building and/or the Premises, as the case may be, but Landlord shall not be obligated to expend for such rebuilding and repair any amount in excess of the amount of the insurance proceeds actually recovered by Landlord and made available by any Superior Lessor or Superior Mortgagee as a result of such loss. 18.2 If the Building or the Premises shall be destroyed or --------------- substantially damaged by fire a casualty not covered by Landlord’s insurance, or if 25% or more of the Premises is damaged or rendered untenantable by a casualty covered by Landlord’s insurance, or if the Premises are not affected but 25% of the Building or such portion of the Common Facilities as shall render the Premises or the Building untenantable is damaged or rendered untenantable, then in any other casualty, Tenant such event Landlord may elect either to terminate this Lease or to proceed to rebuild and repair the Premises or that portion of the Building so damaged. Landlord shall immediately give written notice to Tenant of that such election within 90 days after the occurrence to Landlordof such casualty, or within 30 days after the adjustment of the insurance settlement, whichever is later. In the event that any portion such notice of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty termination shall be paid by Tenant to Landlord; and given, this Lease shall cease and come to an end terminate as of the date provided in such notice of termination (whether or not the Term shall have commenced) with the same effect as if that date were the Expiration Date, without prejudice, however, to Landlord's written ’s rights and remedies against Tenant under the terms of this Lease. If at any time prior to Landlord giving the aforesaid notice of termination or commencing the repair pursuant to Tenant regarding Section 18.1, there shall be a Successor Landlord, such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect Successor Landlord shall have a further period of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) 60 days after from the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right so taking possession to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written Tenant and in the event that such a notice of Landlord's estimate termination shall be given, this Lease shall terminate as of the time date provided in such notice of termination (whether or not the Term shall have been commenced) if Tenant is not occupying any portion of the Premises or otherwise as of the date provided in such notice, with the same effect as if that date were the Expiration Date, without prejudice, however, to complete Landlord's Repair Obligations relative ’s rights against Tenant under the terms of this Lease. 18.3 Subject to the Premises. If Tenant does not provide Landlord with notice provisions of Section 18.1, Landlord’s obligation to rebuild and repair under this Article XVIII shall in any event be limited to restoring Landlord’s Work, as described in the Work Letter, to substantially the condition in which the same existed prior to the casualty, and to proceed, at the sole cost and expense of Tenant's termination election in , to rebuild, repair and restore Tenant’s Work and any additional Improvements made by Tenant during the manner and within Term, all to substantially the time period specified in the preceding sentence, then Tenant shall be deemed condition existing prior to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. . 18.4 During the period from the occurrence of a the casualty until Landlord’s repairs are completed, the Basic Rent payable pursuant to Article V and Additional Rent payable pursuant to Articles VI and VII shall be abated in that proportion which was not causedthe Premises area rendered untenantable bears to the entire Premises area; provided, in whole however, there shall be no abatement of any other charges or in partitems of Additional Rent provided for herein to be paid by Tenant; and further provided, by however, that should Tenant or any anyone claiming through or under Tenant related party, until the completion occupy a portion of the Premises during the period the repair work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced taking place and prior to the extent that date the Premises are unfit for no longer untenantable, the conduct Rent allocable to such reoccupied portion, based upon the proportion which the reoccupied portion of Tenant's Permitted Use the Premises bears to the total area of the Premises. If, however, the Premises or any portion of the Project is damaged shall be payable by fire or other casualty resulting Tenant from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair date of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. occupancy. 18.5 Landlord shall not be the liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any such damage by fire or other casualty or the repair or restoration work made necessary thereof. 18.6 Notwithstanding any of the foregoing provisions of this Article, if, by the occurrence reason of any casualtynegligence or willful act on the part of Tenant or any of its employees, agents, licensees, invitees or contractors, either (a) Landlord or the Superior Lessor or the Superior Mortgagee shall be unable to collect all of the insurance proceeds (including rent insurance proceeds) applicable to damage or destruction of the Premises or the Building or the Project by fire or other casualty or (b) the Premises or the Building or the Project shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty then, without prejudice to any other remedy which may be available against Tenant, the abatement of rent provided for in Section 18.4 shall not be effective to the extent of the uncollected insurance proceeds.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case 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) or in the event that any portion the Premises have been damaged and there is less than two (2) years of the Project is damaged Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord may, at its option, terminate this Lease by fire or other casualty and if notifying Tenant in writing of such termination within ninety (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (24090) days after the date of such casualty. Such termination shall be effective as of the date of fire or casualty; (b) if, with respect to any portion of the Premises that was rendered untenantable, and only if, such casualty results in material damage to the Project, Landlord, date specified in Landlord's sole judgmentnotice, elects with respect to any portion of the Premises that remained tenantable. If Landlord does not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right elect to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) located within the Premises, if any, which Landlord has insured to substantially the same condition they were in immediately prior to the extent happening of the casualty. Notwithstanding the foregoing, Landlord's Repair Obligationsobligation to restore the Building, and the Leasehold Improvements, if any, 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 casualty. When repairs to the repairs described in the preceding sentence Premises have been completed by Landlord, Tenant shall then complete the restoration or replacement of all leasehold improvements in excess of LandlordTenant's Repair Obligations which are Property necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair reoccupancy of the Project an amount in excess Premises, 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 insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by TenantPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty 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 on a per diem basis during the time and to the extent the Premises are untenantable. If the Premises or any other portion of the Building is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or contractors, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable, and Tenant shall be liable to Landlord for the cost of the repair and restoration work made necessary of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Landlord and Tenant hereby waive the occurrence provisions of any casualtylaw from time to time in effect during the Lease Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises shall be those specifically set forth herein.

Casualty Damage. If If, before the Premises shall be destroyed or --------------- Closing Date, the improvements on the Property are damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other insured casualty and if the cost to restore such improvements, as reasonably agreed by Seller and Buyer, is more than Five Million Dollars (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if$5,000,000), and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, Buyer shall have the right to terminate this Leaseright, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written giving notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord Seller within thirty (30) days after receipt of written Seller gives notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a such casualty which was not causedto Buyer, to terminate this Agreement, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent event this Agreement shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premisesterminate. If, howeverbefore the Closing Date, the Premises or improvements on the Property are damaged by any portion casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by Seller and Buyer, is more than Two Million Dollars ($2,000,000) (such an event being referred to as a “Major Uninsured Casualty”), Seller and Buyer each shall have the right, by giving notice to the other within thirty (30) days after Seller gives notice of the Project is occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If, in the event of a Major Uninsured Casualty, Seller elects to terminate this Agreement (as provided above), then Buyer may override such election by agreeing, in writing, to assume the responsibility for such damage with no right to any claim against Seller on account thereof, in which event the subject transaction shall proceed as if such damage had not occurred. If this Agreement terminates as result of an election by Buyer or Seller following a Major Uninsured Casualty the Deposit shall be immediately returned to Buyer. If, before the Closing Date, the improvements on the Property are damaged by fire any insured casualty and the cost to restore such improvements, as reasonably determined by Buyer, is Five Million Dollars ($5,000,000) or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant electsless, or the improvements on the Property are damaged by any casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by Seller and Buyer, is Two Million Dollars ($2,000,000) or less, or either Seller or Buyer has the right to elect, to terminate this Lease as Agreement pursuant to either of the result of preceding sentences but neither Seller nor Buyer exercises such casualtyright, then Landlord this Agreement shall commence remain in full force and proceed with reasonable diligence effect and, on the Closing Date, any insurance proceeds (or, if not theretofore received, the right to restore receive such proceeds) payable to Seller on account of the Premises damage shall be transferred to Buyer and the amount of any deductible under Seller’s insurance policy to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary cost as reasonably determined by Seller and Buyer shall be a credit to permit Tenant to re-occupy Buyer against the Premises total purchase price for the Permitted UseProperty. Tenant's restoration work Seller shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation give notice to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by Buyer reasonably promptly after the occurrence of any damage to the improvements on the Property by any casualty. If necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by this section 6.3 and the period of thirty (30) days described in this section 6.3 has expired, and the restoration cost has been determined by Seller and Buyer.

Casualty Damage. If the Leased Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence thereof to Landlord. In If the event that any portion of the Project is 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 if (a) to such an extent that Landlord determines that such damage is such that Landlord cannot reasonably can be expected to substantially complete repaired with the repairs which are within Landlord's Repair Obligations application of reasonable diligence within two hundred forty (240) days after the date days, Tenant shall be entitled to a fair diminution of the casualty; rent hereunder until such time as the Leased Premises are made tenantable as determined by Landlord. If the Leased Premises or any other portion of the Building shall be destroyed or damaged by fire or any other casualty to such an extent that Landlord determines that such damage cannot be repaired with the application of reasonable diligence within two hundred forty (b240) ifdays, and only ifif the Leased Premises are rendered untenantable in whole or in part by reason of such casualty, such casualty results in material damage to then, at the Project, option of Landlord, in (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's sole judgment, elects not to repair or rebuild such damaged areas; or (cii) less than one (1) year remains in the Landlord may terminate this Lease Term at whereupon all rent accrued up to the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty termination shall be paid by Tenant to Landlord; and . 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 cease forthwith terminate and come all rent owed up to an end the time of such termination as of the date of set forth in such notice shall be paid by Tenant to Landlord's written notice to Tenant regarding such termination. 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 event that (x) the Leased Premises which is rendered Untenantable destroyed or damaged by fire or any other casualty which is not caused by casualty. If Landlord indicates that the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably Leased Premises can be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations made tenantable within two hundred and forty (240) days after from the date of that casualtydamage, as reasonably estimated but the Leased Premises have not been made tenantable by Landlord; and (z) Landlord has not terminated this Leasethe end of such period, subject to additional Force Majeure, then Tenant shall have the right to terminate this Lease Lease, with such termination to be effective as of the date on which such damage occurs, by delivering giving written notice to Landlord of such election within ten (10) days after the end of such 240 day period and this Lease shall terminate thirty (30) days after receipt following the end of written such 240 day period, unless within such thirty (30) day period, Landlord makes the Leased Premises tenantable--in which event Tenant’s notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result null and void and of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction no force or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyeffect.

Casualty Damage. A. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case the event Building shall be so damaged that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole reasonable judgment, elects substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged by such casualty) or in the event Landlord will not be permitted by applicable law to repair rebuild the Building in substantially the same form as existed prior to the fire or rebuild such casualty or in the event the Premises has been materially damaged areas; or (c) and there is less than one (1) year remains in of the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty shall be paid by Tenant applied to Landlord; and 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 shall cease and come to an end as by notifying Tenant in writing of the date of Landlord's written notice to Tenant regarding such termination. In the event that termination within ninety (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24090) days after the date of that such casualty. Such termination shall be effective as of the date of fire or casualty, with respect to any portion of the Premises that was rendered untenantable, and the effective date of termination specified in Landlord's notice, with respect to any portion of the Premises that remained tenantable. In addition to Landlord's rights to terminate as reasonably estimated by Landlord; and (z) Landlord has not terminated this Leaseprovided herein, then Tenant shall have the right to terminate this Lease if: (1) a substantial portion of the Premises has been damaged by delivering fire or other casualty and such damage cannot reasonably be repaired within sixty (60) days after the date of such fire or other casualty; (2) there is less than one (1) year of the Lease Term remaining on the date of such casualty; (3) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (4) Tenant provides Landlord with written notice of its intent to Landlord terminate within thirty (30) days after receipt of written notice of Landlord's estimate the date of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damagecasualty. If neither Landlord nor nr Tenant elects, or has the right to elect, elect to terminate this Lease as the result of such casualtyLease, then Landlord shall commence and proceed with reasonable diligence to restore the Premises Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) located within the Premises, if any, which Landlord has insured to substantially the same condition they were in immediately prior to the extent happening of the casualty. Notwithstanding the foregoing, Landlord's Repair Obligationsobligation to restore the Building, and the Leasehold Improvements, if any, 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 casualty. When repairs to the repairs described in the preceding sentence Premises have been completed by Landlord, Tenant shall then complete the restoration or replacement of all leasehold improvements in excess of LandlordTenant's Repair Obligations which are Property necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair reoccupancy of the Project an amount in excess Premises, 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 insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by TenantPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty 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 on a per diem basis during the time and to the extent any damage to the Premises causes the Premises to be rendered untenantable and not used by Tenant. If the Premises or restoration work made necessary any other portion of the Building is damaged by fire or other casualty resulting from the negligence of Tenant or any Tenant Related Parties, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable (except to the extent Landlord is entitled to be reimbursed by the occurrence proceeds of any rental interruption insurance), and Tenant shll be liable to Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises shall be those specifically set forth herein. B. Notwithstanding anything in this Article XIX to the contrary, if all or any portion of the Premises shall be made untenantable by a fire or other casualty, Landlord shall with reasonable promptness, cause an architect or general contractor selected by Landlord to estimate the amount of time required to substantially complete repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the "Completion Estimate"). If the Completion Estimate indicates that the Premises cannot be made tenantable within nine (9) months from the date the repair and restoration is started, either party shall have the right to terminate this Lease by giving written notice to the other of such election within ten (10) days after its receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease in the event that the fire or casualty in question was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. If the Completion Estimate indicates that the Premises can be made tenantable within nine (9) months from the date the repair and restoration is started and Landlord has not otherwise exercised its right to terminate the Lease pursuant to the terms hereof, or if the Completion Estimate indicates that the Premises 27 cannot be made tenantable within nine (9) months but neither party terminates this Lease pursuant to this Article XIX, Landlord shall proceed with reasonable promptness to repair and restore the Premises.

Casualty Damage. 17.01 If the Premises shall be partially destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty casualty, the damages may, at the sole option of Lessor, be repaired by and at the expense of Lessor or an appropriate insurer and the rent until such repair is made shall be apportioned according to the part of the Premises which is useable by Lessee for its particular use. No penalty shall accrue for reasonable delay which may arise by reason of adjustments of insurance on the part of Lessor or for reasonable delay on account of “labor troubles” or any other cause beyond Lessor’s control. If Lessor shall decide not to restore or not to rebuild the Premises, or if the Premises are totally damaged or are rendered wholly untenable by fire or other casualty, or if the Premises shall be so damaged that Lessor shall decide to demolish it or to rebuild it, then Lessor may, within ninety (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (24090) days after such fire or other casualty, give Lessee a notice in writing of such decision and thereupon the date terms of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease expire and come to an end terminate effective as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) casualty and Lessee shall immediately vacate the Premises is and surrender the same to Lessor, and except as may otherwise be provided herein, the obligations of the parties hereto shall cease and terminate. Additionally, if the Premises are totally damaged or are rendered Untenantable wholly untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; casualty, then Lessee may, within ninety (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24090) days after the date of that such fire or other casualty, as reasonably estimated by Landlord; and give Lessor a fifteen (z15) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written day notice to Landlord within thirty (30) days after receipt in writing of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right Lessee’s decision to terminate the Lease as a result and thereupon the terms of this Lease shall expire and terminate effective fifteen (15) days from the date of such casualty; notice and LandlordLessee shall vacate the Premises by such date and surrender the same to Lessor, in reliance upon Tenant's waiver of its termination rightand except as may otherwise be provided herein, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair obligations of the Premises, Tenant parties hereto shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence cease and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyterminate.

Casualty Damage. If the Leased Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence thereof to Landlord. In If the event that any portion of the Project is Leased Premises shall be damaged by fire or other casualty insured casualty, so as to render the Leased Premises or access thereto untenantable in whole or in part and if (a) to such an extent that Landlord determines that such damage is such that Landlord cannot reasonably can be expected to substantially complete repaired with the repairs which are within Landlord's Repair Obligations application of reasonable diligence within two hundred forty (240) days after the date of the casualty; (b) ifdays, and only if, such casualty results in material damage Tenant shall each be entitled to the Project, Landlord, in Landlord's sole judgment, elects not terminate this Lease whereupon all rent accrued up to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease . If the Leased Premises or access thereto, shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable be destroyed or damaged by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated and if the Leased Premises are rendered untenantable in whole or in part by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt reason of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentencesuch casualty, then Tenant shall be deemed entitled to have irrevocably waived its right to terminate a fair diminution of the Lease as a result rent hereunder from the time of such casualty; and casualty until such time as the Leased Premises are made tenantable as reasonably determined by Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises In addition to the extent practicable. During foregoing, if for any cause the period from 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 occurrence time of a such casualty which was not caused, as set forth in whole or in part, such notice shall be paid by Tenant or any Tenant related party, until the completion of the work within to Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the any obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary 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 the occurrence of fire or any other casualty.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case the event that any portion of the Project is Building shall be so damaged by fire or other casualty and if that substantial alteration or reconstruction of the Building shall, in the judgment of an independent architect selected by Landlord, be required (a) whether or not the Premises shall have been damaged by such damage fire or other casualty), or in the event any mortgagee under a first mortgage or first deed of trust covering the Building should require that the insurance proceeds payable as a result of said fire or other casualty be used to retire the mortgage debt, or in the event of the occurrence of a casualty which is not insured under the “all risk” extended coverage insurance required to be carried by Landlord pursuant to the terms of Section 20, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such that Landlord cannot reasonably be expected to substantially complete the repairs which are termination within Landlord's Repair Obligations within two hundred forty fifteen (24015) days after the date of Landlord’s receipt of the casualty; (b) if, and only if, such casualty results in material damage estimated cost of reconstruction or determination by a mortgagee to take the Project, Landlordproceeds, in Landlord's sole judgment, elects which event the Rent hereunder shall be abated as of the date of such damage. If Landlord does not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right elect to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such eventLandlord shall, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that soon as practicable, but no more than ninety (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24090) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has commence to repair and restore the right to elect, to terminate this Lease as the result of such casualty, then Landlord Building and shall commence and proceed with reasonable diligence to restore the Premises Building to substantially the same condition which it was in immediately prior to the extent occurrence of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed fire or other casualty, except that Landlord shall not be required to rebuild, repair, or replace any part of Tenant’s furniture, fixtures and equipment removable by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with under the provisions of Section 5.1 above. In no this Lease or any Alterations to the Premises made by Tenant following the Commencement Date which were not approved by Landlord in writing, and Landlord shall not in any event shall Landlord have the obligation be required to expend spend for the restoration or repair of the Project such work an amount in excess of the insurance proceeds actually received by Landlord as a result of the fire or other casualty, plus any deductible amounts thereunder. If Landlord determines that insurance proceeds will be insufficient to restore the Building as required by this Section 24, Landlord may, at its option, elect to either (1) terminate this Lease by written notice to Tenant, or (2) provide the extra funds necessary to complete the restoration. In the event Landlord did not originally construct any Alterations to be repaired, the time for Landlord to commence and complete such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne extended by Tenantthe amount of time necessary for Landlord to obtain detailed working drawings of the Alterations to be repaired. In the event Landlord does not either commence the repairs to the Building within the time required herein, or complete the repairs to the Building within two hundred seventy (270) days after the date of such damage, Tenant may terminate the Lease by written notice thereof to Landlord given no later than thirty (30) days following the date on which Landlord was to commence or complete such repairs, as the case may be. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty such damage or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant an equitable abatement of Rent during the time and to the extent the Premises are unfit for occupancy and vacated by Tenant. If the Premises or restoration work made necessary any other portion of the Project is damaged by fire or other casualty resulting from the occurrence intentional acts of Tenant or any casualtyemployee, officer, contractor, agent, subtenant, or licensee of Tenant, the Rent hereunder shall not be abated during the repair of such damage, and Tenant shall remain liable for the payment thereof.

Casualty Damage. If In the event twenty-five percent (25%) or less of the Building shall be destroyed or rendered untenantable, either wholly or in part, by fire or other casualty, and the Premises shall be unaffected, then Landlord shall restore the Building to as near its previous condition as is reasonably possible, provided that sufficient insurance proceeds are available to Landlord to pay the cost of restoration, and provided further that if the Premises are unaffected by the fire or other casualty, Landlord shall have no right to terminate this Lease. In the event more than twenty-five percent (25%) of the Building or any portion of the Premises shall be destroyed or --------------- damaged by fire rendered untenantable, either wholly or any other casualtyin part, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty casualty, Landlord may, at its option, restore the Building or Premises to as near their previous condition as is reasonably possible and if in the meantime the Rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the whole thereof, provided, such abatement shall apply only to the extent the Premises are untenantable for the purposes permitted under this Lease and not used by Tenant as a result thereof. Except as provided above, unless Landlord, within twenty (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (24020) days after the date receipt of insurance proceeds on account of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right notify Tenant of its election to terminate this Leaseso restore, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease thereupon terminate and come to an end as of the date of end, provided, if in Landlord's written notice to Tenant regarding such termination. In the event that (x) ’s reasonable estimation the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs restored within the Premises which are within Landlord's Repair Obligations within two one hundred forty eighty (240180) days after the date of that casualtyfollowing such destruction, as reasonably estimated by Landlord; Landlord shall notify Tenant and (z) Landlord has not terminated this Lease, then Tenant shall have the right to may terminate this Lease (regardless of Landlord’s intent to restore) by delivering written delivery of notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate ’s notice. Such restoration by Landlord shall not include replacement of furniture, equipment, or other items that do not become part of the time to complete Landlord's Repair Obligations relative Building or any improvements to the Premises. If Tenant does not provide Landlord with notice Premises in excess of Tenant's termination election those provided for in the manner allowance for building standard items. Tenant agrees that the abatement of Rent as provided above shall be Tenant’s sole and within the time period specified exclusive recourse in the preceding sentenceevent of such damage, then and Tenant shall be deemed waives any other rights Tenant may have under applicable Law to have irrevocably waived its right to perform repairs or terminate the Lease as a result by reason of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises damage to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole Building or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case the event that any portion of the Project is Building shall be so damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete substantial alteration or reconstruction of the repairs which are within Building shall, in Landlord's Repair Obligations sole opinion, be required (whether or not the Premises shall have been damaged by such fire or other casualty), Landlord may, at its option, tcrininate this Lease by notifying Tenant in writing of such termination within two hundred forty ninety (24090) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlorddamage, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in which event the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end abated as of the date of Landlord's written notice such damage. If Landlord does not elect to Tenant regarding such termination. In tenninate this Lease, and provided insurance proceeds and any contributions from Tenant, if necessary, are available to fully repair the event that damage, Landlord shall within one hundred twenty (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240120) 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 hapging, of the casualty; provided, Landlord shall not be required to rebuild, repair, or replace any part t Tc, ant's furniture, furnishings, fixtures and/or equipment removable by Tenant or ally improvements, alterations or additions installed by or for the benefit of Tenant under the provisions of this Lease. Landlord shall not in any event be required to spend for such work all amount in excess of the insurance proceeds (excluding any deductible) and any contributions from Tenant, if necessary, actually received by Landlord as reasonably estimated a result of die fire or other casualty. Landlord shall not be liable for ally inconvenience or annoyance to Tenant, injury to the business of Tenant, loss of use of any part of the Premises by Landlord; the Tenant or loss of Tenant's personal propeny 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. Notwithstanding anything to the contrary contained herein, if die Premises or any other portion of the Building be damaged by fire or other casualty resulting from the intentional or negligent acts or omissions of Tenant or any of Tenant's Representatives, (i) the Rent shall not be diminished during the repair of such damage, (ii) Tenant shall not have any right to terminate this Lease due to the occurrence of such casualty or damage, and (ziii) Tenant shall be liable to Landlord has 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 terminated this Leasecovered by insurance proceeds. In die event the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, then Tenant Landlord shall have the die right to terminate this Lease by delivering written notice of termination to Landlord Tenant within thirty (30) days after receipt the date of written notice to Tenant of Landlord's estimate any such event, whereupon all rights and obligations shall cease and terminate hereunder except for those obligations expressly intended to survive any such termination of the time to complete Landlord's Repair Obligations relative to the Premisesthis [.me. If Tenant does not provide Landlord with notice of Tenant's termination election Except as otherwise provided in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premisesthis Section 27, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with hereby waives the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair Sections 1932(2.), 1933(4.), 1941 and 1942 of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtydie California Civil Code.

Casualty Damage. If If, during the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice term of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the building or the Leased Premises are affected be destroyed by such casualty. In such eventany 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 Rent owed up interests therein to said LANDLORD, and TENANT shall pay rent within this term only to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as surrender, unless, within a period of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within 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 shall not be destroyed and are rendered only partially unfit for occupancy, and if the premises shall be 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 receipt the completion of said repairs. If LANDLORD fails to make a reasonable effort to complete the repair of the Leased Premises within said sixty (60) day period, TENANT shall have the option of terminating this Lease Contract by giving written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right his intent to terminate the Lease Contract to LANDLORD within five (5) days following the end of said sixty (60) day period. If said premises be so slightly injured as a result of such casualty; not to be unfit for occupancy and Landlord, in reliance upon Tenant's waiver of its termination right, if said LANDLORD shall proceed make reasonable efforts to make effect the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premisespremises, Tenant then and in that event, the rent accrued or accruing shall continue not be abated in whole or in part and this Lease and the operation obligations of Tenant's business the parties hereunder shall not be otherwise affected. If LANDLORD fails to make reasonable efforts to effect the repair of the premises within a reasonable time, TENANT shall have the Premises option of terminating this Lease Contract by giving LANDLORD thirty (30) days written notice of this intent to terminate the extent practicableLease Contract. During If LANDLORD fails to effect the period from repair of the occurrence premises during said thirty (30) day period, then this Lease Contract shall be deemed terminated. If LANDLORD effects the repair of a casualty which was the premises within said thirty (30) day period, then this Lease and the obligations of the parties hereunder shall not caused, be otherwise affected and the rent accrued or accruing shall not be abated in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty.

Casualty Damage. If Subject to the provisions of this paragraph, if the Premises shall be destroyed or --------------- damaged by fire a casualty covered by an insurance policy such as fire, the elements, unavoidable accident or any other casualtyinsured casualty but are not thereby rendered untenantable in whole or in part, Tenant Landlord at its own expense, up to the limit of the insurance proceeds received, subject to the rights of any mortgagee or the holders of any ground lease or the trustees in any deeds of trust and subject to receipt of proceeds, shall immediately give written notice cause such damage to be repaired, and the rent shall not be abated. If by reason of that occurrence such occurrence, the Premises shall be rendered untenantable only in part and such damage renders less than 40% of the Premises and less than 50% of the Building untenantable, then Landlord shall, at its own expense, up to Landlord. In the event that limit of the insurance proceeds received and made available to Landlord by the holders of any mortgage, deed of trust or ground lease, cause the damage to be repaired, and the fixed rent meanwhile shall be abated proportionately as to the portion of the Project Premises that have been rendered untenantable, provided, however, that notwithstanding that less than 40% of the Premises and less than 50% of the Building are rendered untenantable, if it is determined by Landlord or Landlord's agent in his reasonable judgment that such damaged by fire portion of the Premises or other casualty and if (a) such damage is such that Landlord Building cannot reasonably be expected to substantially complete the repairs which are repaired within Landlord's Repair Obligations within two hundred forty sixty (24060) days after of such casualty, then either Landlord or Tenant may terminate this Lease as of the date of the casualty; (b) if, and only if, such casualty results in material damage by giving written notice to the Projectother within thirty (30) days of said casualty. If more than 40% of the Premises or more than 50% of the Building is rendered untenantable by reason of such casualty, either Landlord or Tenant may terminate this Lease as of the date of such casualty by giving written notice to the other within thirty (30) days of said casualty. Notwithstanding the above, if the Premises are damaged in whole or in part by a casualty not covered fully by insurance as described above, or if the holder of any mortgage or deed of trust does not release the insurance proceeds to Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then LandlordLandlord may, at Landlord's sole option, shall have the right to terminate this Leaseeither (i) repair such damage with ninety (90) days at Landlord's expense, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and in which case this Lease shall cease continue in full force and come to an end effect except that rent shall be abated as of the date of Landlord's described above, or (ii) terminate this Lease upon written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice such occurrence of such damage of Landlord's estimate intention to cancel and terminate this Lease. Notwithstanding any of the time above, Landlord shall in no case be liable for repairs to complete Landlord's Repair Obligations relative any structures, fixtures, alterations or improvements to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed Premises or Building added or made to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related partyperson other than Landlord or to any equipment, until the completion inventory or other personal property of the work within Tenant. Landlord's Repair Obligations which is necessary obligation to render repair the Premises tenantable, Rent as referred to above shall be reduced strictly limited to only such repairs that can be accomplished and fully funded by such insurance proceeds that may be received by Landlord and made available to Landlord by the holders of any mortgages, deeds of trust, ground leases or other financing arrangements pertaining to the extent that Building in which the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtylocated.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case the event that any portion of the Project is Premises shall be so damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete substantial alteration or reconstruction of the repairs which are within Premises shall, in Landlord's Repair Obligations sole opinion, be 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 two hundred forty sixty (24060) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects damage. If Landlord does not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right thus elect to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty Landlord shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that within ninety (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24090) days after the date 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, as reasonably estimated except that Landlord shall not be required to rebuild, repair or replace any part of Tenant's furniture, furnishings ro fixtures and equipment removable by Landlord; and (z) Landlord has not terminated Tenant under the provisions of this Lease, then Tenant but such work shall have not exceed the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate scope of the time to complete Landlord's Repair Obligations relative to work done by Landlord in originally constructing the Premises. If Tenant does not provide , nor shall Landlord with notice in any event be required to spend for such work an amount in excess of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease insurance proceeds actually received by Landlord as a result of such the fire or other casualty; and Landlord. Landlord shall not be liable for any inconvenience or annoyance to Tenant, in reliance upon injury to the business of Tenant's waiver , loss of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During use of any period of reconstruction or repair part of the Premises, Premises by the Tenant shall continue the operation or loss of Tenant's business within personal property resulting in any way from such damage or the Premises 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 practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premisesoccupancy. If, however, If the Premises or any other portion of the Project is are damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Partyof Tenant's agents, employees, or invitees, the Rent shall not be reduced diminished during the repair of such damage. If neither damages and Tenant shall be liable to Landlord nor Tenant elects, or has for the right to elect, to terminate this Lease as cost and expense of the result repair and restoration of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises caused thereby to the extent of Landlord's Repair Obligationssuch costs and expense is not covered by insurance proceeds. When Notwithstanding anything herein to the repairs described in the preceding sentence have been completed by Landlordcontrary, Tenant shall then complete be entitled to cancel this Lease in the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. event that Tenant's restoration work shall be conducted in accordance with business is interrupted for more than sixty (60) days following such casualty unless the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne damage was caused by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty's negligence.

Casualty Damage. (a) Tenant shall give written notice to Landlord of any damage to the Premises or the Building promptly on discovery of the same. If the Premises shall be or the Building is totally destroyed by an insured peril, or --------------- so damaged by fire an insured peril that, in Landlord's reasonable estimation, rebuilding or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord repairs cannot reasonably be expected to substantially complete the repairs which are completed within Landlord's Repair Obligations within two hundred forty (240) 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 casualty; 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) ifSubject 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 only if, such casualty results in material damage other improvements or personal property required to be covered by Tenant's insurance under Section 9. If the Project, LandlordPremises 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 sole judgment, elects not to repair or rebuild restoration work (the "REPAIR PERIOD"), then the rent for such damaged areas; or period shall be reduced to such extent as may be fair and reasonable under the circumstances. (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether If the Premises are affected destroyed or substantially damaged by such casualty. In such event, all Rent owed up 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 date of that casualty shall be paid indebtedness secured by Tenant its Mortgage (defined below) or to Landlord; and this the Primary Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (xdefined below) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that obligations, Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to may terminate this Lease by delivering written notice of termination to Landlord Tenant within thirty (30) 30 days after receipt of written notice of such destruction or damage or such requirement is made known by any such Landlord's estimate 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, provided that all Base Rent and any additional rent accruing after the date of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant casualty shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyabated.

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of damage to or destruction of the Project is damaged --------------- Demised Premises caused by fire or other casualty and if (a) casualty, or any such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage or destruction to the ProjectBuilding or the facilities necessary to provide services and normal access to the Demised Premises in accordance herewith, LandlordLandlord shall undertake to make repairs and restorations with reasonable diligence as hereinafter provided, unless this Lease has been terminated by Landlord or Tenant as hereinafter provided or unless any mortgagee which is entitled to receive d\casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the cost of such repairs and restoration. If (i) the damage is of such nature or extent that, in Landlord's sole and Tenant's reasonable judgment, elects not more than ninety (90) days would be required (with normal work crews and hours) to repair and restore the part of the Demised premises or rebuild such damaged areas; building which has been damage, or (cii) the Demised Premises or the Building is so damaged that, in Landlord's reasonable judgment, it is uneconomical to restore or repair the Demised Premises or the Building, as the case may be, or (iii) less than one (1) year then remains on the current Lease Term, Landlord shall so advise Tenant promptly, and either party, in the Lease Term at the time of any damage to the Projectcases described in clauses (i) and (iii) above, then or Landlord, at Landlord's sole optionin the case described in clause (ii) above, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that within thirty (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24030) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant any such damage or destruction shall have the right to terminate this Lease by delivering written notice to Landlord within the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result date of such casualty; and Landlord, in reliance upon Tenant's waiver notice. In the event of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Partydamage, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate provided this Lease as is not terminated pursuant to the result terms of such casualtythis paragraph and is otherwise in full force and effect, then Landlord shall commence and proceed with reasonable diligence diligently to restore the Demised Premises to substantially its condition prior to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair occurrence of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenantdamage. Landlord shall not be liable for obligated to repair or restore andy alterations, additions, fixtures or equipment which Tenant may have installed (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Demised Premises as of the expiration or earlier termination of this Lease) unless Tenant in a manner satisfactory to Landlord, assures payment in full of all costs as may be incurred by Landlord in connection therewith. Tenant shall, at its sole expense, insure the value of its leasehold improvements, fixtures, equipment and personal property located in or on the Demised Premises. If there are any inconvenience such alterations, fixtures or annoyance additions and Tenant does not assure or agree to Tenant or injury assure payment of the cost of restoration of repair as aforesaid, Landlord shall have the right to restore the Demised Premises to substantially the same conditions as existed prior to the business damage excepting such alterations, additions or fixtures. The validity and effect of Tenant resulting this Lease shall not be impaired in any way from any casualty by the failure of Landlord to complete repairs and restoration of the Demised Premises or of the Building within ninety (90) days after commencement of the work, even if Landlord had in good faith notified Tenant that the repair and restoration could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration and provided, further, that in the event andy such repairs delay Tenant from resuming its business at the Demised Premises for more than one hundred twenty (120) days after the date of casualty, for any reason, Tenant may terminate this Lease by giving written notice thereof to Landlord. In the case of damage to the Demised Premises which is of a nature or restoration work made necessary extent that Tenant's continued occupancy of all or a part of the Demised Premises is substantially impaired to the extend that Tenant cannot conduct its business therein, then the Fixed Rent and Additional Rent otherwise payable by Tenant hereunder shall be equitably abated or adjusted from the occurrence date of any casualtysuch casualty throughout the duration of such impairment.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case the event that any portion of the Project is Building shall be so damaged by fire or other casualty and if that fifty percent (a50%) such damage is such that Landlord cannot reasonably be expected to substantially complete or more of the repairs which are within Building requires substantial alteration or reconstruction, in Landlord's Repair Obligations reasonable opinion, Landlord or Tenant may terminate this Lease by notifying the other party in writing of such termination within two hundred forty ninety (24090) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlorddamage, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in which event the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end abated as of the date of Landlordsuch damage but only to the extent and during the time period Tenant is not reasonably able, in Tenant's written notice good faith business judgment, to Tenant regarding conduct its operations in the Building during such terminationninety (90) day period. In If the event that (x) the Premises is rendered Untenantable Building or any part thereof shall be damaged by fire or any other casualty which is such that the reparation of such damage or casualty shall require more than nine (9) months to 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 caused by limited to, acts of God, earthquakes, strikes, lockouts, boycotts, discontinuance of any utility or other service required for performance of the fault reparation work, moratoriums, governmental agencies, delays on the part of governmental agencies, weather, and the lack of availability or neglect shortage of specialized materials used in the construction of the Building (collectively, "Force Majeure Delays")], then either Tenant or any Tenant Related Parties; Landlord may terminate this Lease by notifying the other party of such election to terminate this Lease within thirty (y30) such damage days after the date on which it is such that determined by Landlord cannot reasonably be expected of the length of time necessary to substantially complete such repairs, in which event the repairs 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 the Premises which are within ninety (90) days of Landlord's Repair Obligations 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 (excluding any deductible), Landlord shall within two hundred forty ninety (24090) days after the date of such damage commence to repair and restore the Building and shall proceed with reasonable diligence to restore the Building (except that Landlord shall not be responsible for any Tenant Delays or any Force Majeure Delays and all time periods for performance by Landlord shall be extended commensurately by the period of time attributable to such delays) to substantially the same condition in which it was immediately prior to the happening of the 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 (other than the upgrade for the fire protection system as reasonably estimated set forth in Exhibit B hereto) or any other improvements, alterations or additions installed by Landlord; and (z) Landlord has not terminated 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 (excluding any deductible) 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 or loss of Tenant's personal property resulting in any way from such damage or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent during the time and to the extent the Building is unfit for occupancy. Notwithstanding anything to the contrary contained herein, if the Building or any portion thereof be damaged by fire or other casualty resulting from the intentional or negligent acts or omissions of Tenant or any of Tenant's Representatives, (i) the Rent shall not be diminished during the repair of such damage, (ii) Tenant shall not have any right to terminate this 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 indebtedness secured by the Building requires that the insurance proceeds be applied to such indebtedness, then Tenant Landlord shall have the right to terminate this Lease by delivering written notice of termination to Landlord Tenant within thirty (30) days after receipt the date of written notice to Tenant of Landlord's estimate any such event, whereupon all rights and obligations shall cease and terminate hereunder except for those obligations expressly intended to survive any such termination of the time to complete Landlord's Repair Obligations relative to the Premisesthis Lease. If Tenant does not provide Landlord with notice of Tenant's termination election Except as otherwise provided in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premisesthis Section 28, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with hereby waives the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair Sections 1932(2.), 1933(4.), 1941 and 1942 of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyCalifornia Civil Code.

Casualty Damage. If the Demised Premises or the Center are damaged as a result of fire or other casualty insurable under standard fire and extended coverage insurance to such an extent that the cost of restoration, as reasonably estimated by Lessor, will equal or exceed fifty percent (50%) of the replacement value of the Demised Premises or the Center, then Lessor shall, not later than sixty (60) days following the damage, give Lessee notice of Lessor’s election to terminate this Lease or restore the Demised Premises as hereinafter provided. In the event of said election to terminate this Lease, this Lease shall be destroyed deemed to terminate on the third (3rd) day after giving of said notice, and Lessee shall surrender possession of the Demised Premises within a reasonable time thereafter, not to exceed twenty (20) days, and the rent, and other costs to be paid by Lessee to Lessor shall be prorated to the date of the casualty. If the cost of restoration, as reasonably estimated by Lessor, shall amount to less than fifty percent (50%) of said replacement value of the Demised Premises or --------------- damaged by fire the Center, or any other casualtyif Lessor does not elect to terminate this Lease as hereinabove provided, Tenant (a) Lessor shall immediately give written notice of that occurrence to Landlordrestore the Demised Premises with reasonable diligence until completion, and (b) Lessee shall rebuild, repair and restore its fixtures, furnishings, signs and equipment. In the event that any portion the use of the Project Demised Premises is damaged affected by fire such damage, there shall be either an abatement or other casualty an equitable reduction in rent based on the period for which, and if (a) such damage is such that Landlord canthe extent to which, the Demised Premises are not reasonably usable for the purposes for which they are leased hereunder. Notwithstanding any other provision contained in this Lease to the contrary, if the holder of any mortgage or deed of trust on the Center refuses to make proceeds of Lessor’s insurance policy(ies) available for restoration, Lessor may terminate this Lease by giving written notice to Lessee. If the Demised Premises or the Center are damaged as a result of a casualty not insured against (or if the proceeds of such insurance will not pay for the replacement or restoration or if the proceeds are not received by Lessor), Lessor shall be expected under no obligation to substantially complete restore, replace or rebuild the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) ifDemised Premises, and only if, such casualty results in material damage to this Lease shall be deemed terminated on the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or thirtieth (c30th) less than one (1) year remains in the Lease Term at the time day following notice by Lessor of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right its election to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up Notwithstanding anything to the date contrary set forth in this paragraph 22, in the event of that any casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as damage which materially diminishes Lessee’s use of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Demised Premises is rendered Untenantable by fire or any other casualty and which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs repaired within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) 90 days after the date of that casualtysuch damage, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant Lessee shall have the right to terminate this Lease by delivering delivery of written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the PremisesLessor. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentenceIn such event, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as shall terminate on the result of thirtieth (30th) day following such casualty, then Landlord shall commence and proceed with reasonable diligence notice to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyLessor.

Casualty Damage. 12.1 If the Leased Premises shall be destroyed or --------------- damaged by fire fire, the elements, unavoidable accident or any other casualty, but are not thereby rendered untenantable in whole or in part, then: 12.1.1 The rent shall not be abated. 12.1.2 To the extent of any insurance proceeds recoverable by either party, the damage shall be promptly repaired by the insured party. 12.1.3 To the extent that insurance proceeds recoverable for the damage are not sufficient to pay the costs of repair, the damage shall be promptly repaired by Tenant. 12.2 If, by reason of such damage, the Leased Premises are rendered untenantable only in part, then: 12.2.1 The Monthly Basic Rent payable by Tenant shall immediately give written notice be abated commensurately with the loss of that occurrence to Landlord. In the event that any portion or interference with Tenant's use of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Leased Premises. 12.2.2 Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) ifdamage shall be made as provided in Section 12.1. 12.3 If, and only ifby reason of such damage, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the ProjectLeased Premises are rendered wholly untenantable, then Landlord, at Landlord's sole option, either party shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its elective right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premisesdate the Leased Premises became untenantable by giving written notice to the other within ninety (90) days of the damage; provided, however, that if Landlord shall elect to terminate the Lease, Tenant shall continue have thirty (30) days following Landlord's written termination notice to exercise the operation Option to purchase the Leased Premises on the terms, covenants, conditions, and other provisions of Tenant's business within the Premises Section 32 (other than Section 32.1 relating to the extent practicable. During time for exercising the period from Option), with the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion "fair market value" determined as of the work within Landlord's Repair Obligations which is necessary date of the damage to render the Leased Premises, as so damaged. All insurance proceeds recoverable for the damage to the Leased Premises tenantable, Rent shall be reduced the property of Landlord; provided, that Tenant shall be entitled to an amount equal to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises incremental value added to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed Leased Premises by LandlordTenant, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with Section 36; and further provided that, if the provisions of Section 5.1 aboveOption is exercised, the "fair market -------------------------------------------------------------------------------- LEASE Page 14 value" and the purchase price shall be determined based on the Leased Premises as damaged and unrestored. In no event shall Landlord have If both parties elect to continue the obligation to expend for the Lease, their rights and obligations respecting repair and restoration or repair of the Project an amount in excess Leased Premises and abatement of rent and taxes following the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises damage shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyas they may then mutually agree.

Casualty Damage. If the Premises Tenant immediately shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice to --------------- Landlord of that occurrence any reasonably visible damage to Landlord. In the event that any portion of Premises and Truck Park or the Project is damaged by fire or other casualty and if Building. (a) If the Premises, the Truck Park or the Building are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord's reasonable estimation, such damage is estimation to be made and communicated to Tenant in writing within thirty (30) days of such that Landlord damage, rebuilding or repairs cannot reasonably be expected to substantially complete the repairs which are completed within Landlord's Repair Obligations within two hundred forty (240) 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; other written notice thereof within 30 days after such damage, in which case, the rent shall be prorated for the unexpired portion of this Lease, effective upon the date such damage occurred and any unearned rent refunded to Tenant within thirty (30) days of Tenant's notice of intent to terminate the Lease. Time is of the essence with respect to the delivery of such notices. (b) ifSubject to Section 10.(c), if this Lease is not terminated under Section 10.(a), then Landlord shall restore the Premises and only ifTruck Park 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 and Truck Park are untenantable, in whole or in part, during the period beginning on the date such casualty results 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 material damage the Repair Period. (c) If the Premises and Truck Park 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 Project, Landlord, indebtedness secured by its Mortgage (defined below) or to the Primary Lease (defined below) obligations and in Landlord's sole judgment, either case Landlord elects not to repair rebuild or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Projectrepair, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to may terminate this Lease by delivering written notice of termination to Landlord Tenant within thirty (30) 30 days after receipt of such destruction or damage or such requirement is made known by any such Landlord's Mortgagee, Landlord shall give Tenant written notice of immediately upon Landlord becoming aware that the peril is not covered by Landlord's estimate of the time to complete insurance or that Landlord's Repair Obligations relative to the Premises. If Mortgagee has made such requirement, as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for (i) any liabilities of Tenant does not provide Landlord with notice of Tenant's termination election in the manner which accrued before this Lease is terminated and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within (ii) Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance return to Tenant or injury to the business of Tenant resulting in any way from unearned rent and any casualty or the repair or restoration work made necessary by the occurrence of any casualtySecurity Deposit.

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. A. In the event that any portion of the Project is damaged there has been damage to or destruction caused by fire or other casualty to (i) the Leased Premises, (ii) the entrances and other common facilities of the Building that provide normal access to the Leased Premises or other portions of the Building, or (iii) any equipment or portions thereof that are necessary for Administrator to provide services to the Leased Premises in accordance herewith: (i) Upon the Landlord’s receipt of the insurance proceeds, if (a) any, or upon Landlord’s determination that there has been such damage is such or destruction as described above, Landlord shall cause repairs and extortions to be Table of Contents made to the Leased Premises as hereafter provided, except that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty shall have no so obligation if this Lease is terminated by Landlord or Tenant as hereinafter provided. (240ii) days after the date of the casualty; (b) if, and only if, such casualty results in material If said damage to the ProjectLeased Premises, LandlordBuilding or equipment is of such nature or extent that, in Landlord's sole judgment, elects not after commencement of the work more than sixty (60) consecutive days would be required (with normal work crews and hours) to repair and restore the part of the Leased Premises or rebuild Building that has been damaged, Landlord shall promptly so advise Tenant, and either party, for a period of ten (10) days from delivery of such damaged areas; or (c) less than one (1) year remains notice in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole optionaccordance with Section 30 hereof, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up Lease upon written notice to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end other, as of the date of Landlord's written notice to Tenant regarding specified in such termination. In the event notice, provided that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably termination date shall be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within no later than thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair becomes aware of such damage. If neither Landlord nor Tenant elects, or has the right to elect, party elects to terminate this Lease as the result of such casualtyLease, then Landlord shall commence and proceed with reasonable diligence to restore cause the Leased Premises to be restored to substantially their condition prior to the extent occurrence of Landlord's Repair Obligationssaid damage. When Other than the repairs described in the preceding sentence have been completed initial Improvements, if any, paid by Landlord, any alterations, additions, Improvements or fixtures that Tenant may have made or installed on the Leased Premises shall not be restored, unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all costs that may be incurred in connection therewith. If there are any alterations, additions, Improvements or fixtures that have been installed by Tenant, and Tenant does not assure or agree to assure payment of the cost of restoration or repair of such alterations, additions, Improvements or fixtures, Landlord shall cause the Leased Premises to be restored to substantially the same condition that existed prior to the damage occurring, as if such alterations, additions, Improvements or fixtures had not then been made or installed to the Leased Premises, and such condition shall be determined with reference to the original construction drawings of the Leased Premises. The validity and effect of this Lease shall not be impaired in any way by, and Landlord shall have no liability to Tenant in connection with, any failure to cause repairs and restoration to be completed with respect to the Leased Premises or the Building within a period of one hundred twenty (120) consecutive days after commencement of work, even if Landlord has in good faith notified Tenant that the repair and restoration could be completed within such period, provided, however, that Landlord shall diligently commence and pursue such repair and restoration until completion in good and workmanlike manner. (iii) If damage to the Leased Premises of the nature described in this Section 20A does not substantially impair Tenant's continued occupancy in the Leased Premises, the Basic Rent otherwise payable by Tenant hereunder shall be equitably abated or adjusted for the duration of such impairment. If Landlord and Tenant are unable to agree on the amount of the abatement of the Basic Rent, Tenant shall then complete continue to pay the restoration Basic Rent as set forth in Section 1A, and all Additional Rent, but the parties will submit their dispute to mediation and, if required, to arbitration pursuant to Section 33. B. Notwithstanding anything contained herein, Landlord 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 all leasehold improvements in excess leakage or seepage of water or any other liquid from any source whatsoever, or breakage of any water or sewage pipes, or as a result of odors, noise, or malfunction of any air conditioning, ventilating or sprinkler equipment unless such damage shall have been caused by Landlord's Repair Obligations which are necessary to permit negligence or willful misconduct. C. Tenant to re-occupy the Premises shall be responsible for the Permitted Use. insuring and repairing or replacing all of Tenant's restoration work shall be conducted equipment, fixtures and personal property located in accordance the Leased Premises. D. To the extent Tenant purchases a separate insurance policy with respect to any portion of the Leased Premises or anything contained therein, the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; 11A and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises 21D shall be borne by Tenantapplicable to such insurance policy and the proceeds thereof. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business Table of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty.Contents

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. 14.1 In the event that any portion of damage to or destruction of the Project is damaged Demised Premises caused by fire or other casualty and if (a) casualty, or any such damage or destruction to the Building or the facilities necessary to provide services and normal access to the Demised Premises in accordance herewith, Landlord, after receipt of written notice thereof from Tenant, shall undertake to make repairs and restorations with reasonable diligence as hereinafter provided, unless this Lease has been terminated by Landlord or Tenant as hereinafter provided. If (i) the damage is of such that Landlord cannot reasonably be expected to substantially complete the repairs which are within nature or extent that, in Landlord's Repair Obligations within two sole and reasonable judgment, more than one hundred forty and twenty (240120) days after would be required (with normal work crews and hours) to repair and restore the date part of the casualty; Demised Premises or Building which has been damaged, or (bii) if, and only if, such casualty results in material damage to the Project, LandlordDemised Premises or the Building is so damaged that, in Landlord's sole judgment, elects not it is uneconomical to restore or repair the Demised Premises or rebuild such damaged areas; the Building, as the case may be, or (ciii) less than one two (12) year remains years then remain on the current Lease Term, Landlord shall so advise Tenant promptly, and either party, in the Lease Term at the time of any damage to the Projectcase described in clause (i) above, then or Landlord, at Landlord's sole optionin the cases described in clauses (ii) or (iii) above, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that within thirty (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24030) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant any such damage or destruction shall have the right to terminate this Lease by delivering written notice to Landlord within the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result date of such casualty; and Landlord, in reliance upon Tenant's waiver notice. 14.2 In the event of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Partydamage, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate provided this Lease as is not terminated pursuant to the result terms of this Article 14 and is otherwise in full force and effect and sufficient casualty insurance proceeds are available for application to such casualtyrestoration or repair, then Landlord shall commence and proceed with reasonable diligence diligently to restore the Demised Premises to substantially its condition prior to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair occurrence of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenantdamage. Landlord shall not be liable for obligated to repair or restore any inconvenience alterations, additions, fixtures or annoyance equipment which Tenant may have installed (whether or not Tenant has the right or the obligation to Tenant remove the same or injury is required to leave the same on the Demised Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all costs as may be incurred by Landlord in connection therewith. Notwithstanding the Foregoing, Landlord shall be obligated to repair and restore any alterations, additions or improvements made pursuant to Exhibit "D" hereof. 14.3 Landlord shall not insure any improvements or alterations to the business Demised Premises in excess of Building standard tenant improvements, including those set forth in Exhibit "D" hereto, or any fixtures, equipment or other property of Tenant. Tenant resulting shall, at its sole expense, insure the value of its leasehold improvements, fixtures, equipment and personal property located in or on the Demised Premises, for the purpose of providing funds to Landlord to repair and restore the Demised Premises to substantially its condition prior to occurrence of the casualty occurrence. If there are any such alterations, fixtures or additions and Tenant does not assure or agree to assure payment of the cost of restoration or repair as aforesaid, Landlord shall have the right to restore the Demised Premises to substantially the same condition as existed prior to the damage excepting such alterations, additions or fixtures. 14.4 The validity and effect of this Lease shall not be impaired in any way from any casualty by the failure of Landlord to complete repairs and restoration of the Demised Premises or of the Building within one hundred and twenty (120) days after commencement of the work, even if Landlord had in good faith notified Tenant that the repair and restoration could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration. In the case of damage to the Demised Premises which is of a nature or restoration work made extent that Tenant's continued occupancy is in the reasonable judgment of Landlord substantially impaired, then the Annual Fixed Rent and Tenant's Proportionate Share otherwise payable by Tenant hereunder shall be equitably abated or adjusted For the duration of such impairment. Tenant shall be responsible to repair all of Tenants' leasehold improvements and all equipment, fixtures and personal property necessary by for Tenant's business located in or on the occurrence of any casualtyDemised Premises subject to Article 8 and to such other conditions as Landlord may require.

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; , (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; , or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date time of that casualty termination shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualtycasualty with the understanding that Landlord will purchase 100% current market replacement property insurance coverage for the Building including the Premises, so long as available at commercially reasonable terms; and except for those repairs 1001 3rd Avenue South - Select Comfort Corporation - NNN (2016 v1.1) which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty.

Casualty Damage. If If, before the Premises shall be destroyed or --------------- Closing Date, the improvements on the Real Property are damaged by fire or any other casualtycasualty and the cost to restore such improvements, Tenant is certified by a third-party adjuster mutually acceptable to Buyer and Seller to be more than five hundred thousand dollars ($500,000.00), Buyer shall immediately give have the right, by giving written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if Seller within fifteen (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (24015) days after the date Seller gives notice of the casualty; occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate and neither party shall have any rights or obligations hereunder (b) ifexcept the rights and obligations that expressly survive the termination of this Agreement), and only ifthe Deposit (including any interest accrued thereon) shall be returned to Buyer. If, before the Closing Date, the improvements on the Real Property are damaged by any casualty and the cost to restore such casualty results in material damage improvements is certified by a third-party adjuster mutually acceptable to Buyer and Seller to be five hundred thousand dollars ($500,000.00) or less, or if Buyer has the right to terminate this Agreement pursuant to the Projectpreceding sentence but Buyer does not exercise such right, Landlordthen this Agreement shall remain in full force and effect and, in Landlord's sole judgmenton the Closing Date, elects not Seller shall assign to repair Buyer, on delivery of the Deed, all amounts recovered or rebuild such damaged areas; or (c) less than one (1) year remains in recoverable on account of any applicable insurance. Seller shall give notice to Buyer promptly after the Lease Term at the time occurrence of any damage to the Project, then Landlord, at Landlord's sole option, improvements on the Real Property by any casualty. Buyer shall have a period of fifteen (15) days (or such shorter period as Buyer may elect by giving written notice to Seller) after Seller has given the right notice to Buyer required by this Section 7.3 to evaluate the extent of the damage and make the determination as to whether to terminate this LeaseAgreement. If necessary, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty Closing Date shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of postponed until Seller has given the date of Landlord's written notice to Tenant regarding such termination. In Buyer required by this Section 7.3 and the event that period of fifteen (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24015) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of this Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty7.3 has expired.

Casualty Damage. 16.01 If the Premises shall be destroyed all or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), or if all or any portion of the Building, including the Parking Facility, shall be made untenantable by fire or other casualty and if (a) such damage Tenant’s use of or access to the Premises or Parking Facility is such that materially interfered with as a result thereof, then Landlord cannot reasonably be expected shall, within 60 days following the date of the Casualty cause a licensed 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 repairs repair and restoration of the Premises, any Common Areas necessary to provide access to the Premises and the Parking Facility (but only to the extent it materially impacts Tenant’s use of or access to the Premises) (“Completion Estimate”). If the Completion Estimate indicates that the Premises, any Common Areas necessary to provide access to the Premises or Parking Facility (but only to the extent it materially impacts Tenant’s use of or access to the Premises) cannot be made tenantable within 270 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 20 days after receipt of the Completion Estimate, in which are event this Lease shall terminate 30 days thereafter. Further notwithstanding any contrary provision of this Section 16.01, in the event that the Premises, Common Areas (but only to the extent it materially impacts Tenant’s use of or access to the Premises) or Parking Facility (but only to the extent it materially impacts Tenant’s use of or access to the Premises) have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty, then Tenant may elect to terminate this Lease by notifying Landlord in writing within Landlord's Repair Obligations within two hundred forty (240) 60 days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the ProjectCasualty. In addition, Landlord, in Landlord's sole judgment, elects not by notice to repair or rebuild such damaged areas; or (c) less than one (1) year remains in Tenant within 90 days after the Lease Term at date of the time of any damage to the Project, then Landlord, at Landlord's sole optionCasualty, shall have the right to terminate this LeaseLease if: (1) the Premises, regardless the Common Areas and the Parking Facility have been materially damaged and there is less than 1 year of whether the Premises are Term remaining on the date of the Casualty and Tenant has not exercised its option to extend hereunder; (2) any Mortgagee requires that the insurance proceeds in excess of the “Landlord Contribution,” as that term is defined below, be applied to the payment of the mortgage debt; or (3) the damage is not fully covered by Landlord’s insurance policies (or by the insurance Landlord is required to carry hereunder), the amount of such shortfall (including deductibles) exceeds 5% of the replacement cost of the Building (“Landlord Contribution”), but with respect to this item 3, Landlord must also terminate all leases for space similarly affected by such casualtyloss. In such eventNotwithstanding the foregoing, all Rent owed up if Tenant was entitled to the date of that casualty shall be paid by Tenant but elected not to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived exercise its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make Landlord does not substantially complete the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair and restoration of the Premises, Tenant shall continue Building or Parking Facility, as the operation case may be (but in connection with the repair and restoration of Tenant's business within the Premises Building, only to the extent practicable. During required so that Tenant’s use of and access to the period from Premises is no longer materially interfered with), within 2 months after the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion expiration of the work within Landlord's Repair Obligations estimated period of time set forth in the Completion Estimate, which is necessary to render the Premises tenantable, Rent period shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises extended to the extent of Landlord's Repair Obligationsany Reconstruction Delays, then Tenant may terminate this Lease by written notice to Landlord within 30 days after the expiration of such period, as the same may be extended. When For purposes of this Lease, the repairs described in the preceding sentence have been completed term “Reconstruction Delays” shall mean: (i) any delays caused by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualtyadjustment process (not to exceed 60 days in total); and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne (ii) any delays caused by Tenant. At any time, from time to time, after the date occurring 45 days after the date of the damage, Tenant may request that Landlord provide Tenant with its reasonable opinion of the date of completion of the repairs, and Landlord shall not be liable for any inconvenience or annoyance respond to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtysuch request within 5 Business Days.

Casualty Damage. If all or any part of the Premises shall be destroyed or --------------- are damaged by fire or any other casualty, Tenant shall immediately give written notice notify Landlord in writing. During any period of time that occurrence to Landlord. In the event that all or any portion of the Project Premises is damaged by rendered untenantable as a result of a fire or other casualty (including if there is no reasonable access to the Premises as a result of any such fire or other casualty), the Rent shall a▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant. Landlord and Tenant shall each have the right to terminate this Lease if (1) the Building shall be damaged such that more than 50% of the Building that, in Landlord's reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged) and provided Landlord is using reasonable efforts to terminate all other leases in effect at the Building, provided that in no event shall Landlord have the right to terminate this Lease, under this Section 17(a)(1), if it intends to rebuild the Building and/or repair the damage so long as, on the date of the casualty, fifteen (15) years remain in the Term of this Lease, or, if fifteen (15) years do not remain in the Term of this Lease, if Tenant is willing to enter into an amendment extending the Term of this Lease so that fifteen (15) years remain in the Term of this Lease, and if properly presented with such an amendment executed by Landlord, executes and delivers such amendment; or (a2) if more than 50% of the Premises have been materially damaged and there is less than fifteen (15) years of the Term remaining on the date of the casualty unless Tenant is willing to enter into an amendment extending the Term of this Lease so that fifteen (15) years remain in the Term of this Lease, and if properly presented with such damage is an amendment executed by Landlord, executes and delivers such that amendment. Landlord canagrees it shall not reasonably be expected discriminate against Tenant by electing to substantially complete terminate this Lease alone, except in the repairs which are event of a termination by Landlord under Subsection (2) above. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within Landlord's Repair Obligations within two hundred forty ninety (24090) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects . If Landlord does not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether Landlord shall endeavor to commence to repair and restore the Premises are affected by such casualty. In such event, all Rent owed up damage on the earlier to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as occur of the date of Landlord's written notice to Tenant regarding such termination. In receipt of insurance proceeds or the event that (x) the Premises is rendered Untenantable by fire or any other casualty date which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; ninety (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24090) days after the date of the casualty. Landlord shall thereafter proceed with reasonable diligence to complete repair and restoration of the Building and the Leasehold Improvements (excluding any Alterations that casualtywere performed by Tenant in violation of this Lease). However, in no event shall Landlord be required to spend more than the insurance proceeds paid by the insurer in connection with the casualty plus the deductible under Landlord's insurance policy. In the event Landlord fails to complete repair or restoration to such an extent as to permit Tenant to use and occupy the Premises within (i) the earlier to occur of twelve (12) months from the date of casualty or six (6) months from the date of the commencement of repair or restoration, with respect to any damage to any Space or Spaces that together constitute less than 10,000 rentable square feet, or (ii) the earlier to occur of twenty four (24) months from the date of casualty or eight (8) months from the date of the commencement of repair or restoration, with respect to any damage to any Space or Spaces that together constitute 10,000 rentable square feet or more, then Tenant may, by giving notice to Landlord prior to the date such repair or restoration is so completed, as reasonably estimated by Landlord; and (z) Landlord has not terminated its sole remedy, terminate this Lease. In addition, then Tenant shall have the right to terminate this Lease by delivering written notice with respect to Landlord any one or more Spaces that are not restored within thirty (30) days after receipt of written notice of Landlord's estimate of said time frames, and have this Lease continue in full force and effect for the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair balance of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience loss or annoyance damage to Tenant Tenant's Property or injury to the business of Tenant resulting in any way from any the fire or other casualty or from the repair or and restoration work made necessary by of the occurrence damage. Landlord and Tenant hereby waive the provisions of any casualtyLaw 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.

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of damage to or destruction of the Project is damaged Leased Premises caused by fire or other 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 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 if restoration. (a) such the damage is of such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlordnature or extent, in Landlord's sole judgment, elects not 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 rebuild such the Building which has been damaged, or (b) a substantial portion of the Leased Premises or the Building is so damaged areas; 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 one two (12) year remains in years remain on the Lease Term at (unless there are renewal right(s) available to Tenant, and Tenant elects to exercise such available renewal right), Landlord shall so advise Tenant promptly, and either party, in the time of any damage to the Projectcase described in clause (a) above, then or Landlord, at Landlord's sole optionin 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, regardless of whether the Premises are affected Lease by such casualty. In such event, all Rent owed up written notice to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end other, as of the date of Landlord's written notice to Tenant regarding specified in such termination. In the event that notice, which termination date shall be no later than thirty (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24030) days after the date of that such notice. In the event of such fire or other casualty, as reasonably estimated by Landlord; and (z) Landlord has if this Lease is not terminated pursuant to the terms of this Section 21, 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, Landlord shall proceed diligently to restore the Leased Premises (including the Improvements) to substantially its condition prior to the occurrence of the damage, provided that Landlord shall not be obligated to repair or restore any alterations, additions or fixtures which Tenant may have installed (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Leased Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all cost as may be incurred by Landlord in connection therewith. Landlord 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 and restore the Leased Premises to substantially its condition prior to the occurrence of the damage. If there be any such alteration, fixtures or additions and Tenant does not assure or agree to assure payment of the cost of restoration or repair as aforesaid, Landlord shall have the right to determine the manner in which the 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 fixtures had not then been made or installed. The validity and effect of this Lease shall not be 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 eighty (180) consecutive days after commencement of work, even if Landlord had in good faith notified Tenant that the repair and restoration could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration, further provided that in the event Landlord fails to complete the repairs and restoration within two hundred ten (210) consecutive days after commencement of work for any reason other than a delay caused by Tenant, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within upon thirty (30) days after receipt of prior written notice to Landlord, in which event this Lease shall terminate automatically at the end of Landlord's estimate such 30-day period unless Landlord has completed the repairs and restorations prior to the end of the time to complete Landlord's Repair Obligations relative 30-day period. In the case of damage to the Premises. If Tenant does not provide Landlord with notice Leased Premises which is of a nature or extent that Tenant's termination election in continued occupancy is substantially impaired as reasonably determined by Tenant, the manner and within the time period specified in the preceding sentence, then Annual Fixed Rent otherwise payable by Tenant hereunder shall be deemed equitably abated or adjusted for the duration of such impairment. Anything to the contrary in this Lease notwithstanding, expressed or implied, Landlord shall have irrevocably waived its right no liability to terminate the Lease 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 Building, or snow, frost, steam, excessive heat or cold, falling plaster, sewage, gas, odors, noise, or by air conditioning or heating apparatus. Provided, however, Landlord shall repair, replace and restore as an Operating Expense (unless Landlord receives insurance proceeds for the cost of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair repair) of the PremisesBuilding, all damage to the Building structure, systems and fixtures. Tenant shall continue the operation be responsible to insure and/or repair all of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not causedleasehold improvements and all equipment, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence fixtures and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described personal property located in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyLeased Premises.

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. (a) In the event that any portion of damage to or destruction of the Project is damaged Premises caused by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date casualty, or of the casualty; entrances and other common facilities necessary to provide normal access to the Premises, or to other portions of the Building or its equipment which portions and equipment are necessary to provide services to the Premises in accordance herewith, Landlord shall undertake to make repairs and restorations as hereafter provided, unless this Lease be terminated by Landlord or Tenant as hereinafter provided, or unless any mortgagee which is entitled to receive casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the cost of such repairs and restoration. (b) ifIf (i) the damage is of such nature or extent, in Landlord’s sole judgment, that more than two hundred ten (210) consecutive days after commencement of the work would be required (with normal work crews and hours) to repair and restore the part of the Premises or the Building which has been damaged, or (ii) a substantial portion of the Premises or the Building is so damaged that, in Landlord’s sole judgment, it is uneconomic to restore or repair the Premises or the Building, as the case may be, or (iii) less than two (2) years remain on the Term, or (iv) the amount of casualty insurance proceeds actually received by Landlord is insufficient, in Landlord’s sole judgment, to repair or restore the Premises of the Building, as the case may be, Landlord shall so advise Tenant promptly, and only ifeither party, such casualty results in material damage to the Projectcase described in clause (i) above, or Landlord, in Landlord's sole judgmentthe case described in clauses (ii), elects not to repair or rebuild such damaged areas; (iii) or (civ) less than one above, for a period of ten (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24010) days after the date of that casualtythereafter, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result date of such casualty; and Landlord, in reliance upon Tenant's waiver notice. In the event of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by such fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Partycasualty, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate if this Lease as is not terminated pursuant to the result terms of this Section 21, if sufficient casualty insurance proceeds are available for use for such casualtyrestoration or repair, and if this Lease is then in full force and effect, Landlord shall commence and proceed with reasonable diligence diligently to restore the Premises to substantially its condition prior to the extent occurrence of Landlord's Repair Obligations. When the repairs described in 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 preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have right or the obligation to expend remove the same or is required to leave the same on the Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all costs as may be incurred by Landlord in connection therewith. (c) Landlord shall not insure any improvements or alterations to the Premises made by Tenant, 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 Premises, for the purpose of providing funds to Landlord to repair and restore the Premises to substantially its condition prior to the occurrence of the damage. If there be any such alteration, fixtures or additions and Tenant does not assure or agree to assure payment of the cost of restoration or repair of as aforesaid, Landlord shall have the Project an amount right to determine the manner in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord restored so as to be substantially as the Premises existed prior to the damage occurring, as if such alterations, additions or fixtures had not then been made or installed. (d) The validity and effect of this Lease shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting impaired in any way from any casualty by the failure of Landlord to complete repairs and restoration of the Premises or of the Building within two hundred ten (210) consecutive days after commencement of work, even if Landlord had in good faith notified Tenant that the repair or and restoration work made necessary could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration. (e) In the case of damage to the Premises not caused by the occurrence gross negligence or other tortuous acts of any casualtyTenant, its agents, employees, licensees or invitees which is of a nature or extent that Tenant’s continued occupancy is substantially impaired, the Base Rent otherwise payable by Tenant hereunder shall be equitably abated or adjusted for the duration of such impairment as determined by Landlord.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case the event Building shall be so damaged that any portion substantial alteration or reconstruction of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, LandlordBuilding shall, in Landlord's sole judgmentopinion, elects be required (whether or not to repair the Premises shall have been damaged by such casualty) or rebuild such in the event the Premises have been damaged areas; or (c) and there is less than one two (12) year remains in years of the Lease Term at remaining on the time date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any damage material uninsured loss to the ProjectBuilding or in the event Landlord will not be permitted by applicable law to rebuild the Building in substantially the same form as existed prior to the fire or casualty, then LandlordLandlord may, at Landlord's sole its option, shall have the right to terminate this Lease, regardless Lease by notifying Tenant in writing of whether such termination within ninety (90) days' after the Premises are affected by date of such casualty. In such event, all Rent owed up to the date of that casualty Such termination shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end effective as of the date of fire or casualty, with respect to any portion of the Premises that was rendered untenantable, and the date specified in Landlord's written notice notice, with respect to Tenant regarding such terminationany portion of the Premises that remained tenantable. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected addition to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualtyrights to terminate as provided herein, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease if: (1) a substantial portion of the Premises has been damaged by delivering fire or other casualty and such damage cannot reasonably be repaired within sixty (60) days after the date of such fire or other casualty; (2) there is less than one (1) year of the Lease Term remaining on the date of such casualty; (3) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (4) Tenant provides Landlord with written notice of its intent to Landlord terminate within thirty (30) days after receipt of written notice of Landlord's estimate the date of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damagecasualty. If neither Landlord nor Tenant elects, or has the right to elect, elect to terminate this Lease as the result of such casualtyLease, then Landlord shall commence and proceed with reasonable diligence to restore the Premises (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) to substantially the same condition they were in immediately prior to the extent happening of the casualty, provided that if Landlord does not have sufficient proceeds to substantially complete the restoration of the Leasehold Improvements in the Premises and Landlord elects not to fund any shortfall, Landlord shall so notify Tenant and Tenant, within ten (10) days thereafter, shall have the right to terminate this Lease by the giving of written notice to Landlord. Notwithstanding the foregoing, Landlord's Repair Obligationsobligation to restore the Building, and the Leasehold Improvements, if any, 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 casualty. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration or replacement of all leasehold improvements in excess of LandlordTenant's Repair Obligations which are Property necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair reoccupancy of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by TenantPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty such damage or the repair or restoration work made necessary by thereof, except that, subject to the occurrence provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent on a per diem basis during the time and to the extent any damage to the Premises causes the Premises to be rendered untenantable. Landlord and Tenant hereby waive the provisions of any casualtylaw from time to time in effect during the Lease Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises shall be those specifically set forth herein.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case (i) the event Building shall be so damaged that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole reasonable judgment, elects substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged by such casualty), (ii) Landlord will not be permitted by applicable law to repair rebuild the Building in substantially the same form as existed prior to the fire or rebuild such damaged areas; casualty, or (ciii) Material Damage (below defined) has occurred and there is less than one (1) year remains in of the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to remaining on the date of such casualty, (iv) any Mortgagee should require that the insurance proceeds payable as a result of a casualty shall be paid by Tenant applied to Landlord; and the payment of the mortgage debt, or (v) any material uninsured loss to the Building, Landlord may, at its option, terminate this Lease shall cease and come to an end as by notifying Tenant in writing of the date of Landlord's written notice to Tenant regarding such termination. In the event that termination within forty-five (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24045) days after the date of that such casualty. In addition, provided an Event of Default shall not then be continuing, in the event the Premises has suffered Material Damage and either (x) there is less than one (1) year of the Lease Term remaining on the date of such casualty or (y) there shall require more than four (4) months for Landlord to complete Landlord's completion of repairs or restoration required of Landlord following the date of the fire or casualty, as reasonably estimated by Landlord; then and (z) Landlord has not terminated this Lease, then in either such event Tenant also shall have the right be entitled to terminate this Lease by delivering written notice to notifying Landlord in writing of such termination, within thirty forty-five (3045) days after receipt the date of written notice such casualty (in the case of (x) above) or within fifteen (15) days after the date of Landlord's estimate (which shall be provided by Landlord no later than forty-five days following the casualty) to Tenant of the time reasonably anticipated to be required to complete the requisite repairs and restorations (in the case of (y) above). Such termination shall be effective as of the date of fire or casualty, with respect to any portion of the Premises that was rendered untenantable, and the effective date of termination specified in Landlord's Repair Obligations relative notice, or, if applicable, Tenant's notice, with respect to any portion of the Premises that remained tenantable. However, no portion of the Premises shall be deemed to be tenantable in the event by reason of the damage to the remaining portion of the Premises Tenant is unable to reasonably conduct its business therein and Tenant actually does not conduct business within such undamaged portion of the Premises. If Tenant Landlord, or if applicable, Tenant, does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was does not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, elect to terminate this Lease as the result of such casualtyLease, then Landlord shall commence and proceed with reasonable diligence to restore the Premises Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) located within the Premises, if any, which Landlord has insured to substantially the same condition they were in immediately prior to the extent happening of the casualty. Notwithstanding the foregoing, Landlord's Repair Obligationsobligation to restore the Building, and the Leasehold Improvements, if any, shall not require Landlord to expend for such repair and restoration work more than the insurance proceeds actually received by the Landlord (plus the deductible maintained by Landlord) as a result of the casualty. When repairs to the repairs described in the preceding sentence Premises have been completed by Landlord, Tenant shall then complete the restoration or replacement of all leasehold improvements in excess of LandlordTenant's Repair Obligations which are Property necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair reoccupancy of the Project an amount in excess Premises, 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 insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by TenantPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty 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 on a per diem basis during the time and to the extent any damage to the Premises causes the Premises to be rendered untenantable and not used by Tenant. If the Premises or restoration work made necessary any other portion of the Building is damaged by fire or other casualty resulting from the negligence of Tenant or any Tenant Related Parties, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable (except to the extent Landlord is entitled to be reimbursed by the occurrence proceeds of any casualtyrental interruption insurance), and Tenant shall be liable to Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises shall be those specifically set forth herein.

Casualty Damage. a) If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and all or any portion of the Building shall be so damaged that substantial reconstruction of the Building, shall in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty), or if the Premises shall by reason of such occurrence be rendered substantially untenantable, or if the holder of any mortgage on the Property should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt, or if a casualty should occur during the last two (a2) such damage is such that Landlord cannot reasonably be years of the Lease Term or during any renewal period, or if insurance proceeds actually received or expected to substantially complete be received by either the repairs which Landlord or Tenant (excluding amounts paid to the holders of mortgages upon the Property) are within insufficient for full repair of the casualty, or if the casualty is not covered by Landlord's Repair Obligations insurance, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within two hundred forty ninety (24090) days after the date of the casualty; (such damage. b) if, If any of the events set forth in subparagraph (a) above take place or occur and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects if Landlord does not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right elect to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up Landlord's obligation to restore shall be limited to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as restoration of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. IfLeasehold Improvements provided, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described that in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation be required to expend for the restoration or repair of the Project spend an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; the casualty and except for those repairs which are within allocable to the damage to the Premises after deduction of Landlord's Repair Obligations, all costs reasonable expenses in obtaining such proceeds and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty.amounts

Casualty Damage. If all or any part of the Premises shall be destroyed or --------------- is damaged by fire or any other casualty, Tenant shall immediately give written notice notify Landlord in writing. During any period of time that occurrence to Landlord. In the event that any all or a material portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by untenantable as a result of a fire or any other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant, unless such casualty which is not was caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that . Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty if: (301) days after receipt of written notice of Landlord's estimate any part of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant Building shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from (whether or not the fault Premises has been damaged); (2) Landlord is not permitted by Law to rebuild the Building in substantially the same form as existed before the fire or negligence casualty; (3) the Premises have been damaged; (4) any Mortgagee requires that the insurance proceeds be applied to the payment of Tenant the mortgage debt; or any Tenant Related Party, (5) a material uninsured loss to the Rent shall not be reduced during the repair of such damageBuilding occurs. If neither Landlord nor Tenant elects, or has the may exercise its right to elect, to terminate this Lease as by notifying Tenant in writing within 30 days after the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair date of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience loss or annoyance damage to Tenant Tenant’s Property or injury to the business of Tenant resulting in any way from the fire or other casualty. Landlord and Tenant hereby waive the provisions of any casualty 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. The provisions of this Lease, including this Article XVII, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the repair Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or restoration work made necessary by obligations concerning damage or destruction in the occurrence absence of an express agreement between the parties, and any casualtysimilar 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 Premises, the Building or the Property.

Casualty Damage. If If: (a) the Building shall be so damaged that substantial reconstruction of the Building shall, in Landlord’s opinion, be required (whether or not the Premises shall be destroyed or --------------- have been damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty); or (b) if, and only if, such casualty results Landlord is not permitted to rebuild the Building in material damage to substantially the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areassame form as it existed before the damage; or (c) less than one (1) year remains in the Premises shall be materially damaged by casualty during the last two years of the Lease Term at Term; or (d) any mortgagee requires that the time of any damage insurance proceeds be applied to the Projectpayment of the mortgage debt; or (e) the damage is not covered by insurance maintained by Landlord; then Landlord may, then within 90 days after the casualty, give notice to Tenant of Landlord, at Landlord's sole option, shall have the right ’s election to terminate this Lease, regardless of whether and the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as balance of the date of Landlord's written notice to Tenant regarding such termination. In Lease Term shall automatically expire on the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days fifth day after the date of that casualty, as reasonably estimated by Landlord; and (z) notice is delivered. If Landlord has does not terminated this Lease, then Tenant shall have the right elect to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord in accordance with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, if the Premises or any portion Building are partially damaged (i.e., damage that does not require substantial reconstruction of the Project is damaged by fire or other casualty resulting from Building, and Landlord determines that the fault or negligence restoration can be completed within 12 months of Tenant or any Tenant Related Partythe casualty), the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Building and the Premises to substantially the same condition they were in immediately before the casualty. However, Landlord shall not be required to restore any unleased premises in the Building or any portion of Tenant’s property, and Landlord’s obligation to repair or restore the Premises shall be limited to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord due to the casualty and shall not include any improvements or alterations performed by Tenant. If this Lease is not terminated as set forth above, if Landlord fails to fully complete such repair or restoration within twelve (12) months from the date of such damage (such restoration period shall be extended due to Unavoidable Delays as defined in Section 29), then in such event, Tenant, as its sole and exclusive remedy, may terminate this Lease upon thirty (30) days prior written notice to Landlord. Rent shall ▇▇▇▇▇ in proportion to the portion of the Premises not usable by Tenant as a result of such casualty; and except for those repairs any casualty resulting in damage to the Building, as of the date on which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenantbecomes unusable until the date the Premises are rendered tenantable for the Permitted Use. Landlord shall not otherwise be liable to Tenant for any inconvenience or annoyance to Tenant or injury to the Tenant’s business of Tenant resulting in any way from any casualty the damage or the repair or restoration work made necessary by repairs, Tenant’s sole remedy being the occurrence right to an abatement of any casualtyRent.

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of damage to or destruction of the Project is damaged --------------- Leased Premises caused by fire or other 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 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 if restoration. If (aA) such the damage is of such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlordnature or extent, in Landlord's sole judgment, elects not 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 rebuild such damaged areas; the Building which has been damaged, or (cB) 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 one two (12) year remains years remain on the Lease Term, Landlord shall so advise Tenant in the Lease Term at the time of any damage to the Projectcase described in clauses (A) and (B) above, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that not later than ninety (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24090) days after the date occurrence of that such casualty, as reasonably estimated by and in the case of clause (C) above, promptly, and either party, in the case described in clause (A) above, or Landlord; and , in the case described in clauses (zB) Landlord has not terminated this Leaseor (C) above, then Tenant for a period of ten (10) days thereafter, shall have the right to terminate this Lease by delivering written notice to Landlord within the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after receipt the date of written notice such notice. In the event of such fire or other casualty, if this 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, Landlord, commencing not later than ninety (90) days following the occurrence of such casualty, shall proceed diligently and continuously to restore the Leased Premises to substantially its condition prior to the occurrence of the damage, provided that Landlord shall not be obligated to repair or restore any alterations, additions or fixtures which Tenant may have installed (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Leased Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all cost as may be incurred by Landlord in connection therewith. Landlord shall not insure any improvements or alterations to the Leased Premises in excess of those made pursuant to the Final Plans, or any fixtures, equipment or other property of Tenant. Tenant shall have the right, at its sole expense, to insure the value of leasehold improvements of Tenant made pursuant to Change Orders or otherwise made by Tenant in addition to Landlord's estimate Work, fixtures, equipment or other property located in the Leased Premises, for the purpose of providing funds to Landlord to repair and restore the Leased Premises to substantially its condition prior to the occurrence of the time to complete Landlord's Repair Obligations relative to the Premisesdamage. If there be any such alteration, fixtures or additions and Tenant does not provide assure or agree to assure payment of the cost of restoration or repair as aforesaid, Landlord shall have the right to determine the manner in which the 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 fixtures had not then been made or installed. The validity and effect of this Lease shall not be 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 eighty (180) consecutive days after commencement of work, even if Landlord had in good faith notified Tenant that the repair and restoration could be completed within such period, provided that Landlord proceeds diligently with notice such repair and restoration; provided, further however that Landlord's portion of such restoration shall be completed within three hundred sixty (360) days of the occurrence of such casualty. In the case of damage to the Leased Premises not caused by the negligence or other tortious acts of Tenant which is of a nature or extent that Tenant's termination election in continued occupancy is substantially impaired the manner and within the time period specified in the preceding sentence, then Annual Fixed Rent otherwise payable by Tenant hereunder shall be deemed equitably abated or adjusted for the duration of such impairment. Anything to the contrary in this Lease notwithstanding, expressed or implied, Landlord shall have irrevocably waived its right no liability to terminate the Lease Tenant for and shall have no duty to repair, replace or restore any damage whatsoever, occurring as a result of such casualty; 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 Building, or snow, frost, steam, excessive heat or cold, falling plaster, sewage, gas, odors, noise, or by air conditioning or heating apparatus, provided, however, Landlord shall repair, replace and Landlordrestore all damage to the Building structure, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligationssystems and fixtures. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation be responsible to insure and/or repair all of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not causedleasehold improvements and all equipment, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence fixtures and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described personal property located in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyLeased Premises.

Casualty Damage. If (a) If, following the Premises shall be Commencement Date, the Building and/or the Property are damaged or destroyed by fire, flood, tornado or --------------- damaged other element, or by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that or destruction does not result in a Total Loss (as hereafter defined), this Lease shall continue in full force and effect and Landlord cannot reasonably be expected shall, as promptly as possible without consideration for any payoff requirements of a Mortgagee (if any), restore, repair or rebuild the Shell Building to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after same condition as existed before the date of damage or destruction and Tenant shall as promptly as possible restore, repair or rebuild the casualty; Tenant Finish to substantially the same condition as existed before the damage or destruction, 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) ifNotwithstanding the foregoing, and only if, such casualty results in material damage should the Property be damaged or destroyed by any of the foregoing described casualties within the last twenty-four (24) months of the original Term (unless Tenant has exercised its right to the Project, Landlord, in Landlord's sole judgment, elects not to repair renew this Lease) or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless extended or renewed Term of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right, exercisable by written notice to Landlord 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. (c) Should the Property be damaged or destroyed by any of the foregoing described casualties and the Building is a Total Loss, then Tenant shall have the right, exercisable by written notice to Landlord 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 permitted in Subsection (b) or (c) above, then Landlord shall reconstruct the Shell Building and Tenant shall reconstruct the Tenant Finish, each to its condition immediately prior to such damage or destruction; provided that Landlord acknowledges and agrees that certain aspects of Tenant’s reconstruction of the Tenant Finish will begin and continue during Landlord’s reconstruction of the Shell Building and the parties agree to cooperate and use commercially reasonable efforts to facilitate reconstruction and minimize unreasonable interference in the same manner as the 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 Shell Building or any portion thereof, and insured under any policy of insurance required by Section 6 of this Lease shall be paid to Landlord for reconstruction or repair, as the case may be, of any damage to or destruction of the Shell Building, or any portion thereof. All proceeds payable by reason of any loss or damage to the Tenant 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 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 right, exercisable by written notice to 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 reconstruction of the Shell Building, then Tenant shall not have the right to terminate this 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 delivering written notice Tenant on 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 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 requirements set forth in the 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 after receipt of written notice of Landlord's estimate of following such damage or destruction that the time Shell Building can be restored or reconstructed to complete Landlord's Repair Obligations relative its condition prior to such damage or destruction within one hundred eighty (180) days following the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result date of such casualtydamage or destruction; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for or (2) the restoration or repair reconstruction of the Project an amount in excess Shell Building is not permitted by then existing laws or governmental regulations applicable to the restoration or reconstruction of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring improvements on the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyLand.

Casualty Damage. 16.01 If the Premises shall be destroyed all or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged Premises becomes untenantable by fire or other casualty to the Premises (collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and if 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 (aincluding all permanent improvements located therein) such damage is such ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that Landlord the Premises or any Common Areas necessary to provide access to the Premises cannot reasonably be expected made tenantable within 270 days from the date the repair is started, then either party shall have the right to substantially complete terminate this Lease upon written notice to the repairs which are other within 10 days after receipt of the Completion Estimate. 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's Repair Obligations , by notice to Tenant within two hundred forty (240) 90 days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole optionCasualty, shall have the right to terminate this Lease, regardless of whether Lease if: (1) the Premises are affected by such casualty. In such event, all Rent owed up to have been materially damaged and there is less than 2 years of the Term remaining on the date of the Casualty; (2) any Mortgagee requires that casualty shall the insurance proceeds be paid by Tenant applied to Landlord; and this Lease shall cease and come to an end as the payment of the date of Landlord's written notice mortgage debt; or (3) a material uninsured loss to Tenant regarding such terminationthe Building occurs. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by delivering written notice to Landlord Casualty and such damage cannot reasonably be repaired within thirty (30) 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of the Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of Landlordits intent to terminate within 30 days after the date of Tenant's estimate receipt of the Completion Estimate. Landlord shall not terminate this Lease pursuant to this Section 16.01 unless it also terminates the leases of all similarly affected office tenants in the Building. In determining whether other tenants are similarly affected, Landlord shall be entitled to consider all relevant factors such as the extent of damage, the time to complete rebuild, the availability of insurance proceeds and the rights of the tenants in question to impose penalties upon Landlord (including the right to terminate) if the repairs are not completed within a specified period of time. However, Landlord shall not be entitled to consider the rental rates payable under the leases in question in its determination of whether to terminate or rebuild. 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 Repair Obligations relative to reasonable control, restore the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, howeverBuilding, 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 portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises modifications to the extent of Common Areas deemed desirable by Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Upon notice from Landlord, Tenant shall then complete the restoration of assign to Landlord (or to any party designated by Landlord) all leasehold improvements in excess of Landlordproperty insurance proceeds payable to Tenant under Tenant's Repair Obligations which are necessary Insurance with respect to permit Tenant to re-occupy the Premises any Leasehold Improvements performed by or for the Permitted Use. benefit of Tenant's restoration work shall be conducted in accordance with ; provided if the provisions estimated cost to repair such Leasehold Improvements exceeds the amount of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result from Tenant's insurance carrier, the excess cost of such casualty; and except for those repairs which are within shall be paid by Tenant to Landlord prior to Landlord's Repair Obligationscommencement of repairs. Within 15 days of demand, all Tenant shall also pay Landlord for any additional excess costs and expenses that are determined during the performance of restoring the Premises shall be borne by Tenantrepairs. Landlord shall not be liable for any inconvenience or annoyance to Tenant Tenant, or injury to the Tenant's business of Tenant resulting in any way from any casualty the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or restoration work made necessary 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 the occurrence of any casualtyTenant.

Casualty Damage. If the Premises or any common areas of the Property providing access thereto shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that casualty, Landlord cannot reasonably shall use available insurance proceeds to restore the same. Such restoration shall be expected to substantially complete substantiate the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of condition prior to the casualty; , except for modifications required by zoning and building codes and other laws or by any Holder (bas defined in Article 25) if, and only if, such casualty results in material damage any other modifications to the Projectcommon areas deemed desirable by Landlord (provided access to the Premises is not materially impaired); provided, Landlordhowever, in Landlord's sole judgment, elects Landlord shall not be required to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of replace any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentencefurniture, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlordfurnishings, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction fixtures or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant equipment or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises alterations or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises any work performed or paid for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring under any separate agreement signed by the Premises shall be borne by Tenantparties in connection herewith. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors or for injury to the Tenant's business of Tenant resulting in any way from any casualty 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 (unless Tenant or restoration work made necessary 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 to include a termination date providing at least ninety (90) days for Tenant to vacate the Premises) 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 the Premises and access thereto cannot be reasonably completed within one hundred twenty (120) days after the casualty without the payment of overtime or other premiums, (b) more than twenty-five percent (25%) of the Premises is affected by the occurrence damage and fewer than twenty-four (24) months remain in the Term, (c) any material damage occurs to the Premises during the last twelve (12) months of the Term, (d) any casualtyHolder (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), (e) the damage is not fully covered by Landlord's insurance policies, or (f) the cost of the repairs, alterations, restoration or improvement work to the Property or any portion thereof would exceed twenty-five percent (25%) of the replacement value of the Building or the nature of such work would make termination of this Lease necessary or convenient. 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 this Lease by reason of damage to the Premises or Property. Tenant acknowledges that this Article 10 represents the entire agreement between the parties respecting damage to the Premises or the Property.

Casualty Damage. If the Premises or any common areas of the Building providing access thereto shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty casualty, 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 if building codes and other Laws or by any Holder (a) such damage as defined in Article 24), any other modifications to the common areas deemed desirable by Landlord (provided access to the Premises is such not materially impaired), and except that Landlord canshall not reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not required to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of replace any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentencefurniture, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlordfurnishings, in reliance upon Tenant's waiver of its termination rightfixtures or equipment, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises alterations or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises any work performed or paid for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring under any separate agreement signed by the Premises shall be borne by Tenantparties in connection herewith. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to the Tenant's business of Tenant resulting in any way from any casualty 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 (unless Tenant or restoration work made necessary 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 to include a termination date providing at least ninety (90) days for Tenant to vacate the Premises), if the Building or the Complex shall be materially damaged by Tenant or its employees or agents, or if the Building shall be damaged by fire or other casualty or cause such that: (a) repairs to the Premises and access thereto cannot reasonably be completed within one hundred and twenty days (120) after the casualty without the payment of overtime or other premiums, (b) more than twenty-five percent (25%) of the Premises is affected by the occurrence 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 casualtyHolder (as defined in Article 24) 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 twenty-five percent (25%) of the replacement value of the Building, or the nature of such work would make termination of this Lease necessary or convenient. 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, the Building or the Complex. Tenant acknowledges that this Article represents the entire agreement between the parties respecting damage to the Premises, the Building or the Complex.

Casualty Damage. If the Premises Leased Premises, shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is so damaged by fire or other casualty as to render them wholly untenantable, and if (a) such damage is such shall be so great that a competent architect, in good standing, selected by Landlord shall certify in writing to Landlord and Tenant that the Premises, with the exercise of reasonable diligence, cannot reasonably be expected to substantially complete the repairs which are made fit for occupancy within Landlord's Repair Obligations within two one hundred forty eighty (240180) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Projectworking days, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of terminate from the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not causedsuch damage; and Tenant thereupon shall surrender to Landlord the Premises and all interest hereunder, in whole or in part, by Tenant or any Tenant related party, until the completion and Landlord may reenter and take possession of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantableand remove Tenant therefrom. Tenant shall pay rent and other charges duly apportioned, Rent shall be reduced up to the extent that the Premises are unfit for the conduct time of Tenant's Permitted Use such termination of the Premisesthis Lease. If, however, the damage shall be such that said architect shall certify that the Premises or any portion can be made tenantable within a one hundred eighty (180) day period, then, except as hereinafter provided Landlord shall, repair the damage in a competent manner to the extent of the Project is damaged insurance proceeds received by Landlord. If the fire or other casualty resulting from causing injury to the fault Premises or other parts of the Building shall have been caused by the negligence or misconduct of Tenant Tenant, its agents, servants or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant electsemployees, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore by any other person entering upon the Premises under express or implied invitation of Tenant, such injury shall be repaired by Landlord only to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed insurance proceeds received by Landlord, Tenant and any additional costs of necessary repairs shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. be at Tenant's restoration work shall be conducted expense. Notwithstanding the foregoing, in accordance with the provisions event the holder of Section 5.1 above. In no event shall Landlord have a mortgage granted by the obligation to expend for the restoration or repair owner of the Project an amount in excess of property, covering the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair ObligationsLeased Premises, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance fails to Tenant or injury to the business of Tenant resulting in any way from any casualty or authorize the repair or restoration work made necessary by of the Premises or fails to release the insurance proceeds, then this Lease shall terminate as of the date Landlord notifies Tenant of such event and the rental payments and other charges due under the Lease shall be apportioned to the date of occurrence of any casualtythe damage.

Casualty Damage. A. If all or any part of the Premises shall be destroyed or --------------- is damaged by fire or any other casualty, Tenant shall immediately give written notice notify Landlord in writing. During any period of time that occurrence to Landlord. In the event that any all or a material portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by untenantable, or if the Building is damaged such that Tenant is deprived of reasonable access to the Premises, as a result of a fire or any other casualty which is not caused by casualty, the fault or neglect Rent shall abat▇ ▇▇▇ the portion of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated is untenantable or inaccessible and not used by Landlord; and (z) Tenant. Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty if: (301) days after receipt of written notice of the Building shall be damaged so that, in Landlord's estimate reasonable judgment, substantial alteration or reconstruction of the time Building shall be required (whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to complete Landlord's Repair Obligations relative rebuild the Building in substantially the same form as existed before the fire or casualty; (3) the Premises have been materially damaged and there is less than 18 months of the Term remaining on the date of the casualty; (4) any Mortgagee requires that the insurance proceeds be applied to the Premises. If Tenant does payment of the mortgage debt; or (5) a material uninsured loss to the Building occurs, provided that if the Premises are not provide damaged, Landlord with notice may not terminate this Lease unless Landlord similarly terminates the leases of Tenant's termination election at least 50% of the other tenants in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived Building. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair date of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damagecasualty. If neither Landlord nor Tenant elects, or has the right to elect, to does not terminate this Lease as the result of such casualtyLease, then Landlord shall commence and proceed with reasonable diligence to repair and restore the Premises to Building and the extent Leasehold Improvements (excluding any Alterations that were performed by Tenant in violation of Landlord's Repair Obligationsthis Lease). When the repairs described However, in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation be required to expend for the restoration or repair of the Project an amount in excess of spend more than the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience loss or annoyance damage to Tenant Tenant's Property or injury to the business of Tenant resulting in any way from any the fire or other casualty 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. If all or any portion of the Premises shall be made untenantable by fire or other 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 work of the Premises and restore the Premises, using standard working methods, to substantially the condition of the Premises prior to the damage (or to such other condition as Tenant may proscribe which is reasonably acceptable to Landlord, but in no event less than restoring building standard installations) ("Completion Estimate"). If the Completion Estimate indicates that the Premises cannot be made necessary tenantable within 270 days from the date of such casualty, 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 occurrence 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 the Premises within two (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 of any casualtyReconstruction Delays, as hereinafter defined, then Tenant may terminate this Lease by written notice to Landlord within fifteen (15) days after the expiration of such period, as the same may be extended. For purposes of this Lease, the term "Reconstruction Delays" shall mean: (i) any delays caused by the insurance adjustment process; (ii) any delays caused by Tenant; and (iii) any delays caused by events of Force Majeure.

Casualty Damage. 16.01 If the Premises shall be destroyed all or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord, but in no event later than 45 days following the date of Casualty, shall cause a general contractor selected by Landlord to provide Landlord and if 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 (a) such damage is such “Completion Estimate”). If the Completion Estimate indicates that Landlord the Premises or any Common Areas necessary to provide access to the Premises cannot reasonably be expected made tenantable within 270 days from the date the repair is started, then either party shall have the right to substantially complete terminate this Lease upon written notice to the repairs which are other within 10 Business Days after receipt of the Completion Estimate. 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's Repair Obligations , by notice to Tenant within two hundred forty (240) 90 days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole optionCasualty, shall have the right to terminate this Lease, regardless of whether Lease if: (1) the Premises are affected by such casualty. In such event, all Rent owed up to have been materially damaged and there is less than 2 years of the Term remaining on the date of the Casualty; (2) any Mortgagee requires that casualty shall the insurance proceeds be paid by Tenant applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises occurs. In addition to Landlord; and this Lease shall cease and come ’s right to an end terminate as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualtyprovided herein, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by delivering written notice to Landlord Casualty and such damage cannot reasonably be repaired within thirty (30) 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of Landlord's estimate its intent to terminate within 60 days after the date of the time Casualty. 16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit reasonable delays for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire insurance adjustment or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Partymatters beyond Landlord’s reasonable control, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the extent of Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Upon notice from Landlord, Tenant shall then complete 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 restoration benefit of all leasehold improvements in 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 Landlord's Repair Obligations which are necessary to permit such repairs shall be paid by Tenant to re-occupy 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 Premises for performance of the Permitted Use. Tenant's restoration work shall be conducted in accordance with repairs to the provisions of Section 5.1 abovePremises. In no event shall Landlord have the obligation be required to expend spend more for the restoration or repair of the Project an amount in excess of Leasehold Improvements than the proceeds received by Landlord, whether insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by or proceeds from Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant Tenant, or injury to the Tenant’s business of Tenant resulting in any way from any casualty the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or restoration work made necessary 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. 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 occurrence Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any casualtyrights 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 Premises or the Property.

Casualty Damage. Except as provided below, in the event of partial or total destruction of the Premises and any other buildings, structures and improvements from time to time constituting a part of the Premises during the Term by fire or other casualty, the Landlord shall as promptly as practicable after receipt of any insurance proceeds available as a result of such casualty repair, reconstruct or replace the portions of the Premises destroyed as nearly as possible to their condition prior to such destruction, except that in no event shall the Landlord be obligated to expend more for such repair, reconstruction or replacement than the amounts of any such insurance proceeds actually received From and after the date of such destruction and through the period of such repair, reconstruction and replacement there shall be an equitable abatement of Basic Rent hereunder in proportion to the nature and extent of the destruction. If the Premises shall be destroyed or --------------- damaged by fire or and any other casualtybuildings, Tenant shall immediately give written notice of that occurrence structures and improvements from time to Landlord. In the event that any portion time constituting part of the Project is damaged Premises are so extensively destroyed by fire or other casualty that the Premises and if (a) such damage is such that Landlord cannot reasonably be expected any other buildings, structures and improvements from time to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date time constituting part of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected not susceptible of repair, reconstruction or replacement within six (6) months from the date work commences thereon, or if such destruction resulted from causes or risks not required to be insured against by the Tenant hereunder, or if any Mortgagee refuses to make such casualty. In such event, all Rent owed up proceeds available and the Landlord gives notice to the date of Tenant that casualty shall be paid by the Landlord will not make an equivalent amount available for such purposes, either the Landlord or Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to may terminate this Lease by delivering giving written notice to Landlord the other within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result date of such casualty; and destruction (or if applicable, within thirty (30) days after such notice from the Landlord), in reliance upon Tenant's waiver of its termination rightwhich event this Lease shall automatically terminate and Basic Rent, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, and Additional Rent shall be reduced to appropriately apportioned through and abated from and after the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair date of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtydestruction.

Casualty Damage. (a) If the Premises Leased Property or any part thereof shall be destroyed or --------------- damaged by fire or any other casualtyCasualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In If a Significant Casualty Event occurs, (x) prior to the event that any portion Discharge of Participation Obligations, Landlord shall, at the direction of the Project Administrative Agent, terminate this Sublease, or (y) following the Discharge of Participation Obligations, Tenant may, at its option, terminate this Sublease by notifying Landlord in writing of such termination within one hundred eighty (180) days after Landlord is notified of such Casualty. Upon any termination of this Sublease pursuant to this Section 18(a) prior to the Discharge of Participation Obligations, Tenant shall promptly pay the entire Lease Balance in full to the Administrative Agent (except for any Excepted Payments). If a Casualty occurs that is not a Significant Casualty Event, then this Sublease will remain in effect, subject to the provisions of this Section 18. (b) If the Leased Property or any part thereof is damaged by fire or other casualty Casualty and if (athis Sublease is not terminated pursuant to Section 18(a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Projectabove, then Landlord, or Tenant on Landlord’s behalf and at Landlord's sole option’s expense, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Leased Property, provided that (i) Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the ’s obligation to expend for the restoration or repair of the Project restore shall not require Landlord to spend an amount in excess of the insurance proceeds derived from policies provided for in Section 16 and actually received by Landlord as a result of such the casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty.;

Casualty Damage. If In the event of loss of, or damage to, the Premises shall be destroyed or --------------- damaged the ATX Building by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion rights and obligations of the Project is parties hereto shall be as follows: (a) If the Premises, the ATX Building, means of access to the Premises and/or the building systems serving the Premises are so extensively damaged or destroyed by fire or other casualty that an independent engineer or architect chosen by Landlord or Tenant and if (a) such damage is such reasonably approved by the other certifies that Landlord the same cannot reasonably be expected repaired, reconstructed or replaced within a period of six (6) months from the date of such casualty, or (b) if (i) damage results from causes or risks not required to substantially complete be insured against by the repairs which are Landlord hereunder or (ii) any Mortgagee refuses to make such net 777923v2 proceeds available for such repair, reconstruction or replacement and Landlord is unable or unwilling to evidence satisfactorily to Tenant that the Landlord has the funds to repair, reconstruct, and replace the damage, Landlord or Tenant may terminate this Lease by giving written notice to the other within Landlord's Repair Obligations within two hundred forty thirty (24030) days after the date of such certification of the casualty; (b) iflength of time to rebuild, and only ifLandlord shall promptly refund to Tenant any Basic Rent and Additional Rent prepaid for any period from and after the date of such damage or destruction provided, such casualty results in material damage however, if the shortfall under Subsection b(i) or b(ii) above to the Project, Landlord, in Landlord's sole judgment, elects not Landlord to repair is Five Hundred Thousand Dollars ($500,000 or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Projectless, then Landlord, at Landlord's sole option, shall Landlord will not have the right to terminate this Lease, regardless Lease under subsection b(i) or b(ii). If Landlord has not obtained a certification from such an independent architect or engineer as to the length of whether the Premises are affected by time required to complete the work specified in the immediately preceding sentence within seven (7) business days following such casualty, Tenant shall have the right (subject to Landlord's reasonable approval) to identify an independent architect or engineer to produce such a certification. In the event that this Lease is not so terminated within such thirty (30) day period, Landlord shall, as promptly as practicable after receipt of any insurance proceeds available as a result of such casualty, repair, reconstruct or replace the portions of the Premises, the ATX Building, means of ingress and building systems damaged or destroyed as nearly as possible to their condition prior to such damage or destruction, provided that the Landlord may redesign and relocate building systems so long as such systems are comparable to the systems that existed as of such casualty, except that in no event shall the Landlord be obligated to expend more for such repair, reconstruction and replacement than the amounts of any such insurance proceeds actually received plus (x) any reasonable deductible, the amount of which shall be included in Common Expenses and (y) Five Hundred Thousand Dollars ($500,000.00). Notwithstanding the foregoing, if within ten (10) days of receipt of notice from Landlord that Landlord elects to terminate this Lease with reference to damage specified in clause (b) (i) above and the shortfall from Landlord is more than Five Hundred Thousand Dollars ($500,000.00), Tenant may notify Landlord of Tenant's willingness to pay for such repair at Tenant's sole cost and expense, provided such amounts will be reimbursed to Tenant on the earlier of three (3) years from (i) the date of such payment or (ii) the termination of the Lease. Tenant shall provide Landlord with the required funds or assurance thereof satisfactory to the Landlord within thirty (30) days of said notice of commitment. In such eventevent the Lease shall continue in full force and effect, all Rent owed up and as soon as the required funds are available, Landlord shall proceed to make the repairs as provided above. If Tenant does not give such notice and provide the funds or assurance thereof within the times specified above, after written notice to Tenant, this Lease shall terminate as of the casualty. If at any time after Landlord has commenced the repairs, said funds cease to be available to the Landlord other than as a result of Landlord's default, Tenant shall be deemed to be in default under this Lease. (b) If Landlord has not substantially completed the repair, restoration, rebuilding and/or replacement work required of Landlord (collectively "Landlord's 777923v2 Restoration Work") under this Section within one hundred eighty (180) days after the date of that such fire or other casualty shall be paid or prior to the expiration of the herein after mentioned thirty (30) day notice period, then Tenant may elect to terminate this Lease by Tenant giving at least thirty (30) days written notice of such election to Landlord; Landlord at any time after the expiration of such one hundred eighty (180) day period (unless Landlord has substantially completed Landlords' Restoration Work prior to such election), and this Lease and the term hereof shall cease and come to an end as of on the date of Landlord's written notice to Tenant regarding specified in such termination. In the event that notice. (xc) If the Premises is rendered Untenantable shall be damaged or destroyed by fire or any other casualty which is not caused by within the fault or neglect last one year of Tenant or any Tenant Related Parties; (y) the Term of this Lease and such damage or destruction materially interferes with Tenant's use of the Premises, either party shall have the option of terminating this Lease, provided that notice thereof is such that Landlord cangiven to the other party not reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty later than sixty (24060) days after such damage or destruction. Notwithstanding the date of that casualtyforegoing, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant i)Tenant shall have the right to terminate this Lease of nullifying any termination by delivering written notice to Landlord by exercising, within thirty (30) days after of receipt of written notice of Landlord's estimate of such notice, an as yet unexercised Extension Option to extend the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner Lease for an option period as provided herein and within the time period specified in the preceding sentence, then (ii) Tenant shall be deemed to have irrevocably waived its no right to terminate of termination if the Lease as a result of such casualty; and Landlord, in reliance upon damage or destruction was caused by the Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant . (d) If all or any Tenant related party, until the completion portion(s) of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises damaged or any portion of the Project is damaged destroyed by fire or other casualty resulting casualty, all Basic Rent, Additional Rent and other charges payable hereunder by Tenant shall be equitably abated from the fault date of the casualty until the Premises are substantially repaired, restored, rebuilt or negligence of Tenant or any Tenant Related Partyreplaced, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualtycase may be, then Landlord provided that if the damage or destruction is caused by Tenant, Tenant shall commence pay, as Additional Rent, all Basic Rent, other Additional Rent and proceed with reasonable diligence to restore the Premises other charges payable hereunder by Tenant to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed same are not paid by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyrent insurance.

Casualty Damage. If the Premises or any part thereof shall be destroyed or damaged --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case the Building shall be so damaged to the extent of forty percent (40%) or more (whether or not the Premises shall have been damaged by such casualty) or in the event that any portion mortgagee of the Project is damaged Building 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 (provided Landlord maintains insurance as required by fire or other casualty and if ▇▇▇▇▇▇▇▇▇ ▇▇), ▇▇▇▇▇▇▇▇ may, at its option, terminate this Lease by notifying Tenant in writing of such termination within ninety (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (24090) days after the date of such damage. Such notice must specify the casualty; (b) iftermination date, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty which shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that at lease thirty (x30) the Premises is rendered Untenantable by fire or any other casualty which is days but not caused by the fault or neglect of Tenant or any Tenant Related Parties; more than sixty (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24060) days after the date such notice is given, in case the building shall be so damaged to the extent of that casualty, as reasonably estimated by Landlord; and forty percent (z40%) Landlord has or more (whether or not terminated this Lease, then Tenant the Premises shall have the right to been damaged by such casualty), Tenant may, at its option, terminate this Lease by delivering written notice to notifying Landlord in writing of such termination within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair date of such damage. Such notice must specify the termination date, which shall be at lease thirty (30) days but not more than sixty (60) days after the date such notice is given. If neither Landlord nor and Tenant elects, or has the right to elect, do not thus elect to terminate this Lease as the result of such casualtyLease, then Landlord shall commence and proceed with reasonable diligence promptly and diligently to restore the Premises Building to substantially the same condition in which it was immediately prior to the extent happening of the casualty, except that Landlord's Repair Obligations. When obligation to restore shall not exceed the repairs described in scope of the preceding sentence have been completed work required to be done by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord at Landlord's Repair Obligations which are necessary to permit expense in originally constructing the Building and installing the Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event Improvements, nor shall Landlord have the obligation be required to expend spend for the restoration or repair of the Project such work an amount in excess of the insurance proceeds actually received by Landlord as a result of such the casualty; and except for those repairs which are within . When the portions of the Premises originally furnished at Landlord's Repair Obligationsexpense have been restored by Landlord, Tenant may, at Tenant's expense, complete the restoration of the Premises, including the reconstruction of all costs improvements in excess of those Tenant Improvements originally installed at Landlord's expense, and expenses the restoration of restoring the Premises shall be borne by 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 any casualty 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 other portion of the Building or the Project be damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such damage and Tenant shall be liable to Landlord for the cost of the repair and restoration work of the Building or the Project caused thereby to the extent such cost and expense is not covered by insurance proceeds. If the Premises, any part of the building providing essential services to the Premise, and/or access to the Premises (the "Relevant space") are damaged in part or whole by fire or other casualty and this Lease is not terminated by Landlord or Tenant as permitted herein and such damage can be substantially repaired and restored within one hundred eighty (180) days from the date of such casualty, Landlord shall, at its expense, proceed promptly and diligently to repair and restore the Premises as provided for above in this Paragraph 24. This repair and restoration shall be made within such one hundred and eighty (180) day period unless delay is due to causes beyond Landlord's control. If the Relevant Space cannot be substantially repaired and restored within such one hundred eighty (180) day period, Landlord or tenant may, prior to commencement of such repair and restoration but within ten (10) days after reasonably determining that the repairs and restoration cannot be made within such one hundred eighty (180) day time period, terminate this Lease by giving written notice to the other. Nevertheless, if the Relevant space is not repaired and restored within such one hundred eighty (180) day time period, tenant may (i) terminate this Lease at any time after the one hundred Eightieth (180) day and before the two hundred tenth (210/th/) day following the date of casualty, or (ii) exercise any and all rights necessary by the occurrence to cause Landlord to complete such repair and restoration, including, without limitation, collection of any casualtydamages.

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of damage to or destruction of the Project is damaged Leased Premises caused by fire or other 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 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 if restoration. If (aA) such the damage is of such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlordnature or extent, in Landlord's sole judgment, elects not 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 repay and restore the part of the Leased Premises or rebuild such damaged areas; the Building which has been damaged, or (cB) 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 one two (12) year remains years remain on the Lease Term, Landlord shall so advise Tenant promptly, and either party, in the Lease Term at the time of any damage to the Projectcase described in clause (A) above, then or Landlord, at Landlord's sole optionin the case described in clauses (B) or (C) above, shall have the right to terminate this Lease, regardless for a period of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that ten (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24010) days after the date of that casualtythereafter, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after receipt the date of written notice such notice. In the event of Landlord's estimate such fire or other casualty, if this 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, Landlord shall proceed diligently to restore the Leased Premises to substantially its condition prior to the occurrence of the time damage, provided that Landlord shall not be obligated to complete repair or restore any alterations, additions or fixtures which Tenant may have installed (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Leased Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord's Repair Obligations relative , assures payment in full of all cost as may be incurred by Landlord in connection therewith. Landlord shall not insure any improvements or alterations to the Leased Premises in excess of Building Standard tenant improvements, or any fixtures, equipment or other property of Tenant. Tenant shall have the right, at its sole expense, to insure the value of its leasehold improvements, fixtures, equipment or other property located in the Leased Premises, for the purpose of providing funds to Landlord to repair and restore the Leased Premises to substantially its condition prior to the occurrence of the damage. If there be any such alteration, fixtures or additions and Tenant does not provide assure or agree to assure payment of the cost of restoration or repair as aforesaid, Landlord shall have the right to determine the manner in which the 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 fixtures had not then been made or installed. The validity and effect of this Lease shall not be 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 eighty (180) consecutive days after commencement of work, even if Landlord had in good faith notified Tenant that the repair and restoration could be completed within such period, provided that Landlord proceeds diligently with notice such repair and restoration. In the case of damage to the Leased Premises not caused by the negligence or other tortious acts of Tenant which is of a nature or extent that Tenant's termination election in continued occupancy is substantially impaired, the manner and within the time period specified in the preceding sentence, then Annual Fixed Rent otherwise payable by Tenant hereunder shall be deemed equitably abated or adjusted for the duration of such impairment. Anything to the contrary in this Lease notwithstanding, expressed or implied, Landlord shall have irrevocably waived its right no liability to terminate the Lease Tenant for and shall have no duty to repair, replace or restore any damage whatsoever, occurring as a result of such casualty; 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 Building, or snow, frost, steam, excessive heat or cold, falling plaster, sewage, gas, odors, noise, or by air conditioning or heating apparatus. Provided, however, Landlord shall repair, replace and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair restore as an Operating Expense of the PremisesBuilding, all damage to the Building structure, systems and fixtures. Tenant shall continue the operation be responsible to insure and/or repair all of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not causedleasehold improvements and all equipment, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence fixtures and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described personal property located in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyLeased Premises.

Casualty Damage. (a) Tenant shall give immediate notice (by telephone, confirmed in writing) to Landlord of any damage caused to the Premises by fire or other casualty, and if Landlord does not elect to terminate this Lease as provided in Paragraph 16 (b), Landlord shall proceed with reasonable diligence and at its sole cost and expense to repair and restore the Premises (other than any improvements, alterations, changes and additions to the Premises and any personal property of Tenant) to substantially the same condition as immediately prior to said damage or destruction. (b) If (i) the Building or the Premises shall be destroyed or --------------- substantially damaged by fire a casualty not covered by Landlord's insurance; or (ii) 25% or more of the Premises is damaged or rendered untenantable by a casualty covered by Landlord's insurance; or (iii) the Premises are not affected but 25% of the Building or such portion of the Public Areas as shall render the Premises or the Building untenantable is damaged or rendered untenantable, then in any other casualty, Tenant such event Landlord may elect either to terminate this Lease or to proceed to rebuild and repair the Premises or that portion of the Building so damaged. Landlord shall immediately give written notice to Tenant of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are election within Landlord's Repair Obligations within two hundred forty (240) 90 days after the date occurrence of such casualty. If 25% or more of the casualty; Premises is damaged or rendered untenantable by a casualty during the last twelve (b12) ifmonths of the lease term, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right Tenant may also elect to terminate this Lease, regardless lease. If such notice of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty termination shall be paid by Tenant to Landlord; and given, this Lease shall cease and come to an end terminate as of the date provided in such notice of Landlordtermination (whether or not the Term shall have commenced) with the same effect as if that date were the Expiration Date. (c) If the Premises are damaged and the Lease is not terminated pursuant to Paragraph 16(b), the Basic Rent and the Additional Rent payable pursuant to Paragraph 5 and 6 hereof shall be abated in proportion to the degree in which Tenant's written notice to Tenant regarding such termination. In the event that (x) use of the Premises is rendered Untenantable by fire or any other casualty which is not caused by impaired during the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction any damage, repair or repair of the Premisesrestoration provided for in this Paragraph 16. Except for such abatement, Tenant shall continue not be entitled to any compensation or damage for loss in the operation use of Tenant's business within the whole or any part of the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for and/or any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the occasioned by damage, destruction, repair or restoration work made necessary by the occurrence of any casualtyrestoration.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case the event that any portion of the Project is Building shall be so damaged by fire or other casualty and if that substantial alteration or reconstruction of the Building (ai.e., more than ten percent (10%) of the full replacement value of the Building) shall, in Landlord’s sole opinion, be required (whether or not the Premises shall have been damaged by such damage is fire or other casualty), Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such that Landlord cannot reasonably be expected to substantially complete the repairs which are termination within Landlord's Repair Obligations within two hundred forty ninety (24090) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlorddamage, in Landlord's sole judgment, elects which event the Rent shall be abated as of the date of such damage. If Landlord does not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right elect to terminate this Lease, regardless of whether and provided insurance proceeds and any contributions from Tenant, if necessary, are available to fully repair the Premises are affected by such casualty. In such eventdamage, all Rent owed up to the date of that casualty Landlord shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that within one hundred twenty (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240120) 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; provided, as reasonably estimated Landlord shall not be required to rebuild, repair, or replace any part of Tenant’s furniture, furnishings, fixtures and/or equipment removable by Landlord; Tenant or any improvements, alterations or additions installed by or for the benefit of Tenant under the provisions of this Lease other than the Tenant Improvements provided, further, however, that the Premises are damaged by any peril and (z) Landlord has does not terminated this terminate the Lease, then Tenant shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Landlord to their prior condition within one hundred sixty (160) days after the damage, such date subject to extension for Tenant Delays and Force Majeure Delays of up to ninety (90) days. Landlord shall not in any event be required to spend for such work an amount in excess of the insurance proceeds (excluding any deductible) and any contributions from Tenant, if necessary, actually received by Landlord as a result of the fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant, 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 or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent during the time and to the extent the Premises are unfit, in Tenant’s reasonable discretion, for occupancy. Notwithstanding anything to the contrary contained elsewhere in this Lease, if the Premises or any other portion of the Building be damaged by fire or other casualty resulting from the intentional acts or omissions of Tenant or any of Tenant’s Representatives, (i) the Rent shall not be diminished during the repair of such damage, (ii) Tenant shall not have any right to terminate this 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 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 Landlord Tenant within thirty (30) days after receipt the date of written notice to Tenant of Landlord's estimate any such event, whereupon all rights and obligations shall cease and terminate hereunder except for those obligations expressly intended to survive any such termination of the time to complete Landlord's Repair Obligations relative to the Premisesthis Lease. If Tenant does not provide Landlord with notice of Tenant's termination election Except as otherwise provided in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premisesthis Section 27, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with hereby waives the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair Sections 1932(2.), 1933(4.), 1941 and 1942 of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyCalifornia Civil Code.

Casualty Damage. If If, prior to the Premises shall be destroyed or --------------- damaged by fire or Closing, any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is Improvements are damaged by fire or other casualty and if (acollectively, "Casualty"), as promptly as possible after Property Owner learns of such Casualty, Property Owner shall deliver to CBL/OP written notice thereof ("Casualty Loss Notice") together with Property Owner's determination as to whether the damage constitutes a "Material Damage" (as defined below). For the purposes of this Section 11.3, "Material Damage" shall mean damage to the Improvements which is of such nature that the cost of restoring the Improvements to their condition prior to the Casualty will, in Property Owner's reasonable determination as provided in the Casualty Loss Notice, exceed Two Million Dollars ($2,000,000), whether or not such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) ifcovered by insurance. If, and only if, such casualty results in material damage prior to the ProjectClosing, Landlordthe Improvements sustain Material Damage by a Casualty, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then LandlordCBL/OP may, at LandlordCBL/OP's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease Agreement by delivering written notice thereof to Landlord Property Owner and Escrow Agent within thirty the earlier of (30a) days 10 Business Days after CBL/OP's receipt of the Casualty Loss Notice or (b) the Closing Date. If the Improvements are damaged by a Casualty which is not a Material Damage, or if CBL/OP fails to deliver written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in set forth hereinabove for a Material Damage, then: (i) the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, parties shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate close this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted transaction in accordance with the provisions terms of Section 5.1 above. In no event this Agreement; (ii) at the Closing, CBL/OP shall Landlord have receive a credit against the obligation to expend for the restoration or repair of the Project Total Consideration in an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury equal to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty.deductible under

Casualty Damage. (a) Tenant shall give immediate notice (by telephone, confirmed in writing) to Landlord of any damage caused to the Premises by fire or other casualty, and if neither party elects to terminate this Lease as provided in Paragraph 15(b), Landlord shall proceed with reasonable diligence and at its sole cost and expense to repair and restore the Premises (other than any Alterations to the Premises performed by Tenant and any personal property of Tenant) to substantially the same condition as immediately prior to said damage or destruction. (b) If (i) the Building or the Premises shall be destroyed or --------------- substantially damaged by fire a casualty not covered by Landlord’s insurance; or (ii) 25% or more of the Premises is damaged or rendered untenantable by a casualty covered by Landlord’s insurance; or (iii) the Premises are not affected but 25% of the Building or such portion of the Public Areas as shall render the Premises or the Building untenantable is damaged or rendered untenantable, then in any other casualty, Tenant such event Landlord may elect either to terminate this Lease or to proceed to rebuild and repair the Premises (subject to the limitations set forth in Paragraph 15(a) above) or that portion of the Building so damaged. Landlord shall immediately give written notice to Tenant of that such election within 90 days after the occurrence of such casualty. If 25% or more of the Premises is damaged or rendered untenantable by a casualty during the last twelve (12) months of the Term, Tenant may also elect to terminate this Lease upon sixty (60) days’ written notice to Landlord. In the event that any portion If such notice of termination shall be given, this Lease shall terminate as of the Project is damaged by fire or other casualty and date provided in such notice of termination (if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have commenced) with the right same effect as if that date were the Expiration Date. If neither party elects to terminate this Lease, regardless and Landlord commences repair and reconstruction as set forth herein, then in the event the repair and restoration of whether the Premises are affected by such casualty. In such and/or Tenant’s access thereto is not substantially complete within one hundred eighty days of the casualty event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering upon written notice to Landlord within thirty Landlord. (30c) days after receipt of written notice of Landlord's estimate of If the time Premises are damaged and the Lease is not terminated pursuant to complete Landlord's Repair Obligations relative Paragraph 15(b), the Basic Rent and the Additional Rent payable pursuant to Paragraph 4 hereof shall be abated in proportion to the Premises. If Tenant does not provide Landlord with notice of degree in which Tenant's termination election in ’s ability to use the manner and within Premises is impaired during the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction any damage, repair or repair of the Premisesrestoration provided for in this Paragraph 15 (i.e., until such time as Landlord has satisfied its restoration obligations under this Paragraph 15). Except for such abatement, Tenant shall continue not be entitled to any compensation or damage for loss in the operation use of Tenant's business within the whole or any part of the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for and/or any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the occasioned by damage, destruction, repair or restoration work made necessary by the occurrence of any casualtyrestoration.

Casualty Damage. If the Premises or any common areas of the Property providing access thereto shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty casualty, 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 if building codes and other Laws or by any Holder (a) such damage as defined in Article 25), any other modifications to the common areas deemed desirable by Landlord (provided access to the Premises is such not materially impaired), and except that Landlord canshall not reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not required to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of replace any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentencefurniture, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlordfurnishings, in reliance upon Tenant's waiver of its termination rightfixtures or equipment, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises alterations or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises any work performed or paid for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord under the initial Work Agreement attached hereto as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring Exhibit B or under any separate agreement signed by the Premises shall be borne by Tenantparties in connection herewith. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to the Tenant's business of Tenant resulting in any way from any casualty 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 (unless Tenant or restoration work made necessary 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 date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the Premises), 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 the Premises and access thereto cannot reasonably be completed within 180 days after the casualty without the payment of overtime or other premiums, (b) more than 40% of the Premises is affected by the occurrence 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 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 retire the Mortgage debt (or shall terminate the ground lease, as the case may be), or (d) the cost of the repairs, alterations, restoration or improvement work would exceed 25% 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, although if Landlord has not, within sixty (60) days after 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. The abatement of Rent under this provision shall be based upon the ratio of the 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 this Article represents the entire agreement between the parties respecting damage to the Premises or Property.

Casualty Damage. If the Premises Leased Premises, shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is so damaged by fire or other casualty as to render them wholly untenantable, and if (a) such damage is such shall be so great that a competent architect, in good standing, selected by Landlord shall certify in writing to Landlord and Tenant 1 that the Premises, with the exercise of reasonable diligence, cannot reasonably be expected to substantially complete the repairs which are made fit for occupancy within Landlord's Repair Obligations within two one hundred forty eighty (240180) days after working days, then this Agreement shall cease and terminate from the date of the casualtyoccurrence of such damage; (b) ifand Tenant 1 thereupon shall surrender to Landlord the Premises and all interest hereunder, and only ifLandlord may reenter and take possession of the Premises and remove Tenant 1 therefrom. Tenant 1 shall pay rent and other charges duly apportioned, such casualty results in material damage up to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate such termination of this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the PremisesAgreement. If, however, the damage shall be such that said architect shall certify that the Premises or any portion can be made tenantable within a one hundred eighty (180) day period, then, except as hereinafter provided Landlord shall repair the damage in a competent manner to the extent of the Project is damaged insurance proceeds received by Landlord. If the fire or other casualty resulting causing injury to the Premises or other parts of the building of which the Leased Premises form a part, shall have been caused by the negligence or misconduct of Tenant 1, its agents, servants, employees, or by any other person entering upon the Premises under express or implied invitation of Tenant 1, such injury shall be repaired by Landlord at the sole expense of Tenant 1. In case the building of which the Leased Premises form a part, shall be so injured or damaged, whether by fire or otherwise (though the Premises may not be affected, or if affected, can be repaired within said one hundred eighty (180) days) that Landlord within sixty (60) days after the happening of such injury shall decide not to reconstruct or rebuild the Building, then, notwithstanding anything contained herein to the contrary, upon notice in writing to that effect given by Landlord to Tenant 1 within said sixty (60) days, Tenant 1 shall pay the rent properly apportioned up to such date, this Agreement shall terminate from the fault or negligence date of Tenant or any Tenant Related Partydelivery of said written notice and both parties hereto shall be freed and discharged of all further obligations hereunder. Notwithstanding the foregoing, in the Rent shall not be reduced during event the holder of a mortgage granted by Landlord, covering the Leased Premises, fails to authorize the repair or restoration of such damage. If neither Landlord nor Tenant electsthe Premises or fails to release the insurance proceeds, or has the right to elect, to terminate this Lease as the result of such casualty, then if Landlord shall commence and proceed with reasonable diligence elects not to restore the Premises to at its sole election, then this Agreement shall terminate as of the extent date Landlord notifies Tenant 1 of Landlord's Repair Obligations. When such event and the repairs described in rental payments and other charges due under the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work lease shall be conducted in accordance with apportioned to such notice date. Tenant 1 leased premises is separated from the provisions of Section 5.1 aboveCommon Area by a 2-hour fire wall. In no event Tenant 1 shall Landlord have construct any lease improvements desired (structural, electrical, plumbing etc) within the obligation 2-hour fire wall so as not to expend for compromise the restoration or repair effectiveness of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenantwall. Landlord shall not be liable for any inconvenience or annoyance to complete the installation of the drywall installations of the fire wall. Tenant or injury to 1 shall maintain the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty2-hour fire rating with all remaining construction / installations within leased premises.

Casualty Damage. If the Premises or any part thereof shall be destroyed or damaged --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case 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 bean damaged by such casualty) or in the event the Premises have been damaged and there is less than one (1) year of the Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord may, at tie option, terminate this Lease by notifying Tenant in writing of such termination within ninety (90) days after the date of such casualty. Such termination shall be effective as of the date of fire or casualty, with respect to any portion of the Project is Premises that was rendered untenantable, and the date specified in Landlord's notice, with respect to any portion of the Premises that remained tenantable. In addition to Landlord's rights to terminate as provided herein, Tenant shall have the following rights to terminate this Lease: A. if (1) a substantial portion of the Premises has bean damaged by fire tire or other casualty; (2) there is less than one (1) year of the Lease Term remaining on the date of such casualty; 3) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and if 4)Tenant provides Landlord with written notice of its intent to terminate within thirty (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (24030) days after the date of the lire or other casualty; (b) ; B. if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any substantial portion of the Project is Premises has been damaged by fire or other casualty; 2) there are less then two (2) years, but not less than 12 months, of the Lease Term remaining on the date of such casualty resulting from and the fault Completion Estimate (defined below) indicates that the Premises cannot be made tenantable within ninety (90) days of the date of such casualty; (3) the casualty was not caused by the negligence or negligence willful misconduct of Tenant or any its agents, employees or contractors, and (4) Tenant Related Party, provides Landlord with written notice of its intent to terminate within ten (10) days after Tenant's receipt of the Rent shall not be reduced during the repair of such damageCompletion Estimate. If neither Landlord nor Tenant elects, or has the right to elect, elect to terminate this Lease as the result of such casualtyLease, then Landlord shall commence and proceed with reasonable diligence to restore the Premises Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) located within the Premises, if any, which Landlord has insured to substantially the same condition they were in immediately prior to the extent happening of the casualty. Notwithstanding the foregoing, Landlord's Repair Obligations. When obligation to restore the repairs described in Building, and the preceding sentence have been completed by LandlordLeasehold improvements, Tenant if any, shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall not require Landlord have the obligation to expend for the such repair and restoration or repair of the Project an amount in excess of work more than the insurance proceeds actually received by the Landlord as a result of such the casualty; and except for those . When repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty.the

Casualty Damage. If a. Tenant's Right to Terminate: if the Premises or the Building shall be damaged or destroyed or --------------- damaged by fire fire, windstorm or any other insured casualty, the Tenant shall immediately give written notice of that occurrence thereof to Landlord. In Landlord and unless this Lease is terminated as hereinafter provided, the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgmentat his own expense, elects not to shall repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end same so as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to substantially the extent of Landlord's Repair Obligations. When same condition they were in immediately prior to such damage or destruction, subject however, to zoning and building laws then in existence, provided that the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable responsible for any inconvenience delay in such repair or annoyance reconstruction which may result from any cause beyond its reasonable control, and provided further that the Landlord shall not be required to expend more than the net amount of insurance proceeds, if any received, by Landlord for such purposes, plus the amount of any deductible, so long as the Landlord maintains the insurance required of it under this Lease. Notwithstanding the foregoing, the Landlord within 30 days after receipt of said written notice of damage, shall inform the Tenant if said damage can be repaired within 120 days, based upon a reasonable estimate of the Landlord's architect and Engineer. If the Landlord notifies the Tenant it cannot repair or injury rebuild the Premises so as to restore the same to substantially the same condition they were in immediately prior to the business destruction within said 120 days, or if in fact the Premises is not restored within 120 days, then in either of such event, the Tenant resulting in any way from any casualty or may elect to cancel this Lease upon notice to the repair or restoration work made necessary by the occurrence of any casualtyLandlord.

Casualty Damage. (a) Tenant shall give written notice to Landlord of any damage to the Premises or the Building promptly on discovery of the same. If the Premises shall be or the Building is totally destroyed by an insured peril, or --------------- so damaged by fire an insured peril that, in Landlord's reasonable estimation, rebuilding or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord repairs cannot reasonably be expected to substantially complete the repairs which are completed within Landlord's Repair Obligations within two hundred forty (240) 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 casualty; 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) ifSubject 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 only if, such casualty results in material damage other improvements or personal property required to be covered by Tenant's insurance under Section 9. If the Project, LandlordPremises 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 sole judgment, elects not to repair or rebuild restoration work (the "REPAIR PERIOD") then the rent for such damaged areas; or period shall be reduced to such extent as may be fair and reasonable under the circumstances. (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether If the Premises are affected destroyed or substantially damaged by such casualty. In such event, all Rent owed up 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 date of that casualty shall be paid indebtedness secured by Tenant its Mortgage (defined below) or to Landlord; and this the Primary Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (xdefined below) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that obligations, Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to may terminate this Lease by delivering written notice of termination to Landlord Tenant within thirty (30) 30 days after receipt of written notice of such destruction or damage or such requirement is made known by any such Landlord's estimate 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, provided that all Base Rent and any additional rent accruing after the date of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant casualty shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyabated.

Casualty Damage. If If, before the Premises shall be destroyed or --------------- Closing Date, the improvements on the Property are damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other insured casualty and if the cost to restore such improvements, as reasonably determined by Buyer, is more than Two Hundred Thousand Dollars (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if$200,000), and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, Buyer shall have the right to terminate this Leaseright, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written giving notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord Seller within thirty (30) days after receipt of written Seller gives notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a such casualty which was not causedto Buyer, to terminate this Agreement, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent event this Agreement shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premisesterminate. If, howeverbefore the Closing Date, the Premises or improvements on the Property are damaged by any portion casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by Seller and Buyer, is more than Fifty Thousand Dollars ($50,000), Seller and Buyer each shall have the right, by giving notice to the other within thirty (30) days after Seller gives notice of the Project is occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If, before the Closing Date, the improvements on the Property are damaged by fire any insured casualty and the cost to restore such improvements, as reasonably determined by Buyer, is Two Hundred Thousand Dollars ($200,000) or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant electsless, or the improvements on the Property are damaged by any casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by Seller and Buyer, is Fifty Thousand Dollars ($50,000) or less, or either Seller or Buyer has the right to elect, to terminate this Lease as Agreement pursuant to either of the result of preceding sentences but neither Seller nor Buyer exercises such casualtyright, then Landlord this Agreement shall commence remain in full force and proceed with reasonable diligence effect and, on the Closing Date, any insurance proceeds (or, if not theretofore received, the right to restore receive such proceeds) payable to Seller on account of the Premises damage shall be transferred to Buyer and the amount of any deductible under Seller’s insurance policy to the extent of Landlord's Repair Obligations. When the repairs described restoration cost as reasonably determined by Seller and Buyer (or, in the preceding sentence have been completed by Landlordcase of an uninsured casualty, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary cost as reasonably determined by Seller and Buyer) shall be a credit to permit Tenant to re-occupy Buyer against the Premises total purchase price for the Permitted UseProperty. Tenant's restoration work Seller shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation give notice to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by Buyer reasonably promptly after the occurrence of any damage to the improvements on the Property by any casualty. If necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by this section 6.3 and the period of thirty (30) days described in this section 6.3 has expired, and the restoration cost has been determined by Seller and Buyer.

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord16.1. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that casualty, for which Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) ifhas received insurance proceeds, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault negligence of Tenant, Base Rent shall abat▇ ▇▇ the proportion that the unusable portion of the Demised Premises as reasonably determined by Landlord is of the total area of the Demised Premises until the Demised Premises are rebuilt: and Landlord agrees that it will with reasonable diligence repair the Demised Premises, unless Tenant is obligated to repair under the terms hereof, or neglect unless this Lease is terminated as hereinafter provided; subject to the provisions of paragraphs 16.2 and 16. 16.2. If the Demised Premises are damaged or destroyed by any cause whatsoever, and if, in the reasonable opinion of Landlord, the Demised Premises cannot be rebuilt or made fit for the purposes of Tenant within one hundred twenty (120) days of the damage or any destruction, Landlord instead of rebuilding or making the Demised Premises fit for Tenant, may at its option terminate this Lease by giving to Tenant Related Parties; within sixty (y60) days 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 Landlord 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 (50%) percent 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 reasonably be expected to substantially complete rebuilt or made fit for the repairs purpose of the tenants of such space within the Premises which are within Landlord's Repair Obligations within two one hundred forty and eighty (240180) 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 that casualty, as reasonably estimated by Landlord; which possession is relinquished and (z) Tenant shall deliver up possession of the Demised Premises to Landlord in accordance with such notice of termination. 16.4. Landlord shall in no event be obligated to repair or replace any damage or destruction in the building for which Landlord has not terminated this Leasereceive insurance proceeds. In the event of any damage or destruction for which Landlord does not receive insurance proceeds, then Tenant shall Landlord may, at its option, elect not to rebuild, repair or replace said damage or destruction and will thereafter have the right option to terminate this Lease by delivering giving Tenant written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtynotice.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In If the event that any portion of the Project is Complex shall be so damaged by fire or other casualty and if that reconstruction of the Complex shall, in Landlord’s reasonable opinion, require more than two hundred seventy (a270) such damage is such that Landlord cannot reasonably be expected days to substantially complete following the repairs which are 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 Landlord's Repair Obligations within two hundred forty sixty (24060) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to events the date of that casualty Base Rental and all other rent hereunder shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end abated as of the date of Landlord's written notice such damage. If Landlord does not elect to terminate the Lease pursuant to the foregoing, Landlord shall deliver to Tenant regarding such termination. In the event that within sixty (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24060) days after the date of that casualtythe casualty a written good faith estimate, as reasonably estimated 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 (z) Landlord has not terminated this Lease, then “Completion Estimate”). Tenant shall have the right to may terminate this Lease by delivering giving Landlord written notice to Landlord of termination within thirty (30) days after Tenant’s receipt of written the Completion Estimate (such termination notice of 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 estimate of the time to complete Landlord's Repair Obligations relative ’s repairs to the Premises. If Tenant does , the Complex or access thereto cannot provide Landlord with notice reasonably be completed within two hundred seventy (270) days after the casualty, or (b) more than twenty percent (20%) of Tenant's termination election the Building is affected by the damage and fewer than twelve (12) months remain in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damageTerm. If neither Landlord nor Tenant elects, or has the right to elect, elect to terminate this Lease pursuant to the foregoing (or otherwise are not entitled to terminate this Lease pursuant to the foregoing), Landlord shall promptly commence to repair and restore the Complex and shall proceed with due diligence to restore the Complex (except that Landlord shall not be responsible for delays outside its control) to substantially the same condition in which it was immediately prior to the happening of the 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 result 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 casualtywork (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, then Landlord shall commence and Tenant will proceed with reasonable diligence and at Tenant’s sole cost and expense to restore the Premises 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 extent completion of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, ’s work provided such Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be is conducted in accordance a manner so as to not unreasonable interfere with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant’s contractors). Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty 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 other portion of the Complex be damaged by fire or other casualty resulting from the gross negligence or willful misconduct of Tenant or any of Tenant’s agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such damage, and Tenant shall be liable to Landlord for the cost and expense of the repair and restoration work made necessary of the Complex caused thereby to the extent such cost and expense is not covered by insurance proceeds (unless the occurrence unavailability of any casualtyinsurance proceeds results from Landlord’s failure to maintain insurance coverages required under this Lease). Any insurance which may be carried by Landlord or Tenant against loss or damage to the Complex or to the Premises shall be for the sole benefit of the party carrying such insurance and shall be under its sole control. Tenant shall use proceeds from insurance carried by Tenant to repair and restore Tenant’s property.

Casualty Damage. A. If all or any part of the Premises shall be destroyed or --------------- is damaged by fire or any other casualty, Tenant shall immediately give written notice notify Landlord in writing. During any period of time that occurrence to Landlord. In the event that any all or a material portion of the Project Premises is damaged by rendered reasonably unusable for the Permitted Use as a result of a fire or other casualty casualty, the Rent shall abate for the portion of the Premises that is reasonably unusable for the Permitted Use and if (a) such damage is such that Landlord cannot reasonably be expected used by Tenant. Landlord, by notice to substantially complete the repairs which are Tenant within Landlord's Repair Obligations within two hundred forty (240) 90 days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether Lease if: (1) the Premises are affected by such casualty. In such event, all Rent owed up to have been materially damaged and there is less than 2 years of the Term remaining on the date of the casualty; (2) any Mortgagee (as defined in Article XXVI of this Lease) requires that casualty shall the insurance proceeds be paid by Tenant applied to Landlord; and this Lease shall cease and come to an end as the payment of the mortgage debt; or (3) subject to the last sentence of this Section XVII.A, a material uninsured loss to the Building occurs. Notwithstanding the foregoing, with respect to clauses (2) and (3) above, by providing written notice to Landlord (the "Election Notice") within 10 days following the date Landlord notifies Tenant: (i) that a Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt, or (ii) of Landlord's written determination that a casualty results in a material uninsured loss, as the case may be (and which notice Landlord shall provide to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect within a reasonable period of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within time following Landlord's Repair Obligations within two hundred forty (240) days after determination thereof), Tenant may elect to pay the date entire shortfall of that casualty, as reasonably estimated by Landlord; all costs and (z) Landlord has not terminated expenses directly and indirectly related to the restoration of the Buildings in accordance with the terms of this Lease, then Tenant including the costs of permits (the "Restoration Funds") and, following Landlord's receipt of the Restoration Funds, Landlord shall have the no right to terminate this Lease by delivering written notice Lease. If Tenant elects to pay for the restoration of the Buildings, Tenant shall deliver to Landlord the Restoration Funds within thirty (30) 30 days following the date Tenant delivers its Election Notice to Landlord. For purposes of this paragraph, an uninsured loss to the Building shall mean a casualty not covered by the insurance coverages required in this Lease, whether or not a party hereto maintained such insurance coverage. Notwithstanding the foregoing, Landlord will not be entitled to terminate this Lease solely because there is less than 2 years on the Term if Tenant has an exercisable right to renew or extend the Term and Tenant, within 10 days after receipt of written Landlord's notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premisestermination, validly exercises such right. If Tenant does The foregoing shall not provide prohibit Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived from exercising its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During for any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicableother reasons set forth herein. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent Landlord shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to in bad faith terminate this Lease as pursuant to the result terms of such casualtythis Section XVII.A solely for the purpose of replacing Tenant with a successor tenant. If Landlord does not terminate this Lease, then Landlord shall commence and proceed with reasonable diligence to repair and restore the Premises to Building and the extent Leasehold Improvements (excluding any Alterations that were performed by Tenant in violation of Landlord's Repair Obligationsthis Lease). When the repairs described However, in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation be required to expend for the restoration or repair of the Project an amount in excess of spend more than the insurance proceeds actually received by Landlord as a result (including deductible amounts) provided that Landlord carries the insurance required of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses Landlord pursuant to the terms of restoring the Premises shall be borne by Tenantthis Lease. Landlord shall not be liable for any inconvenience loss or annoyance damage to Tenant Tenant's Property or injury to the business of Tenant resulting in any way from any the fire or other casualty 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. Notwithstanding anything to the contrary contained in this Article XVII, if the total out of pocket cost to restore the 2051 Building and the 2061 Building, collectively, is less than $500,000.00 in the aggregate, then Landlord shall not be entitled to terminate this Lease as provided in each of clause (2) and clause (3) above. In the event that Landlord is entitled to terminate this Lease as provided herein and the circumstances are such that the entire 2061 Building shall be made unusable for the Permitted Use by fire or other casualty but the 2051 Building has not been damaged by such casualty and remains usable for the Permitted Use, Landlord shall not terminate this Lease with respect to the 2051 Building only so long as, notwithstanding anything to the contrary contained herein, Landlord shall not incur any out of pocket costs or expenses in order to continue this Lease in effect solely with respect to the 2051 Building (the "Lease Continuation Costs"). If Landlord would incur any such Lease Continuation Costs and, consequently, elects to terminate this Lease, Landlord shall notify Tenant in writing of its election thereof (Landlord's "Casualty Termination Notice"); provided, however, that Tenant may elect to pay all such costs by providing written notice thereof to Landlord within 5 days following Tenant's receipt of Landlord's Casualty Termination Notice and, by further delivering to Landlord the Lease Continuation Costs within 10 days following Tenant's receipt of Landlord's Casualty Termination Notice and, in such event, Landlord shall not terminate this Lease with respect to the 2051 Building. B. If all or any portion of the Premises shall be made unusable for the Permitted Use by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a reasonable written estimate of the amount of time required to substantially complete the repair and restoration work made necessary of the Premises using standard working methods ("Completion Estimate"). If the Completion Estimate indicates that the Premises cannot be repaired and restored so that Tenant may use the Premises for the Permitted Use within 365 days from the date of the casualty, 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. Notwithstanding the foregoing, if the Completion Estimate indicates that the Premises cannot be repaired and restored so that Tenant may use the Premises for the Permitted Use within 365 days from the date of the casualty, within 10 days following its receipt of the Completion Estimate, Tenant may elect in writing to pay all Rent due pursuant to the terms of this Lease arising during the period of reconstruction following the expiration of such 365 day period described above through substantial completion of the restoration of the Buildings (the "Casualty Rent Period") and, in such event, this Lease shall not terminate and Landlord shall diligently and in good faith perform the related restoration work. If, during the Casualty Rent Period, Landlord shall receive any rental interruption insurance proceeds, the amount of such insurance proceeds shall be credited against Tenant's obligation to pay Rent during such period. Notwithstanding anything to the contrary contained herein, Tenant shall not have the right to terminate this Lease if the fire or casualty was caused by the occurrence gross negligence or intentional misconduct of Tenant, Tenant Related Parties or any casualtyof Tenant's transferees, contractors or licensees.

Casualty Damage. 16.1 If the Premises shall be destroyed all or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord shall provide Tenant with a written estimate of the amount of time required to Substantially Complete the repair and if restoration of the Premises and any Common Areas necessary to provide access to the Premises (a) such damage is such “Completion Estimate”). If the Completion Estimate indicates that Landlord the Premises or any Common Areas necessary to provide access to the Premises cannot reasonably be expected made tenantable within 180 days from the date the repair is started, then either party shall have the right to substantially complete terminate this Lease upon written notice to the repairs which are other within ten (10) days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the intentional misconduct of Tenant or any Tenant Related Parties. Landlord's Repair Obligations , by written notice to Tenant within two hundred forty ninety (24090) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole optionCasualty, shall have the right to terminate this Lease, regardless of whether Lease if: (1) the Premises are affected by such casualty. In such event, all Rent owed up to have been materially damaged and there is less than two (2) years of the Term remaining on the date of the Casualty; (2) any Mortgagee requires that casualty the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building occurs. (1) Landlord fails to deliver the Completion Estimate within sixty (60) days following the date of the Casualty or (2) Landlord fails to Substantially Complete repair and restoration of the Premises within the time period set forth in the Completion Estimate; provided, however, that such termination shall be of no force or effect if Landlord delivers the Completion Estimate or Substantially Completes such repair and restoration before the expiration of such 15-day period, and (B) if the Premises have been materially damaged and there is less than one (1) year of the Term remaining as of the date of the casualty. 16.2 If this Lease is not terminated, Landlord shall promptly and diligently, subject to delays for insurance adjustment or other matters beyond Landlord’s control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty to the extent of insurance proceeds received by Landlord, 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 fifteen (15) days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs and approved in advance by Tenant (such approval not to be unreasonably withheld); and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If extent Tenant does not provide approve of any such excess costs, Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; fully completed restoration and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises without having completed any work allocable to the extent practicable. During the period from the occurrence of a casualty which was such costs not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne approved by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant Tenant, or injury to the Tenant’s business of Tenant resulting in any way from any casualty the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or restoration work made necessary a material portion of the Premises is rendered untenantable as a result of a Casualty, the Base Rent and Tenant’s Pro Rata Share of Expense Excess and Tenant’s Pro Rata Share of Tax Excess shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by the occurrence of any casualtyTenant.

Casualty Damage. If If: (a) the Building shall be so damaged that substantial alteration or reconstruction of the Building shall, in Landlord’s opinion, be required (whether or not the Premises shall have been damaged by the casualty); or (b) the Premises shall be destroyed or --------------- partially damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In casualty during the event that any portion last two years of the Project is damaged by fire or other casualty and if (a) such damage is such that Lease Term; Landlord cannot reasonably be expected to substantially complete the repairs which are may, within Landlord's Repair Obligations within two hundred forty (240) 90 days after the date casualty, give notice to Tenant of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right ’s election to terminate this Lease, regardless and the balance of whether the Premises are affected by such casualtyLease Term shall automatically expire on the fifth day after the notice is delivered. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as Within 90 days of the date of Landlord's written notice any casualty which requires substantial alteration or reconstruction of the Building, Landlord shall notify Tenant whether Landlord intends to Tenant regarding such termination. In rebuild the event Building, and, if so, whether the Building can be rebuilt so that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect will be made tenantable within 210 days of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty (the “Restoration Period”). If the notice indicates that casualtyLandlord does not intend to rebuild or that the Building cannot be rebuilt so that the Premises will be made tenantable within the Restoration Period, as reasonably estimated by Tenant may, within ten days of Landlord; and (z) ’s notice, give Landlord has not terminated notice that Tenant elects to terminate this Lease, then 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 shall have the right does not elect to terminate this Lease by delivering written notice to Landlord within thirty (30) ten days after receipt of written notice of Landlord's estimate ’s notice, Landlord shall proceed with reasonable diligence to rebuild the Building in accordance with the terms of the time to complete Landlord's Repair Obligations relative to the Premisesthis article. If Tenant Landlord does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, elect to terminate this Lease as the result of such casualtyLease, then Landlord shall commence and proceed with reasonable diligence to restore the Building and the Premises to substantially the extent same condition they were in immediately before the happening of Landlord's Repair Obligationsthe casualty. When the repairs described However, Landlord shall not be required to restore any unleased premises in the preceding sentence have been completed by Landlord, Tenant Building or any portion of Tenant’s property. Rent shall then complete ▇▇▇▇▇ in proportion to the restoration portion of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received not useable by Landlord Tenant as a result of such casualty; and except for those repairs any casualty covered by insurance carried or required to be carried by Landlord under this Lease, as of the date on which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenantbecomes 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 the Tenant’s business of Tenant resulting in any way from any casualty the damage or the repair 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 restoration work made necessary 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 Landlord given within ten (10) days after the occurrence expiration of any casualtysuch thirty (30) day period, unless Landlord achieves substantial completion of the Premises within such ten (10) day period.

Casualty Damage. If the Premises Leased Premises, shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is so damaged by fire or other casualty as to render them wholly untenantable, and if (a) such damage is such shall be so great that a competent architect, in good standing, selected by Landlord shall certify in writing to Landlord and Tenant 1 that the Premises, with the exercise of reasonable diligence, cannot reasonably be expected to substantially complete the repairs which are made fit for occupancy within Landlord's Repair Obligations within two one hundred forty eighty (240180) days after working days, then this Agreement shall cease and terminate from the date of the casualtyoccurrence of such damage; (b) ifand Tenant 1 thereupon shall sur- render to Landlord the Premises and all interest hereunder, and only ifLandlord may reenter and take possession of the Premises and remove Tenant 1 therefrom. Tenant 1 shall pay rent and other charges duly apportioned, such casualty results in material damage up to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate such termination of this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the PremisesAgreement. If, however, the damage shall be such that said architect shall certify that the Premises or any portion can be made tenantable within a one hundred eighty (180) day period, then, except as hereinafter provided Landlord shall repair the damage in a competent manner to the extent of the Project is damaged insurance proceeds received by Landlord. If the fire or other casualty resulting causing injury to the Premises or other parts of the building of which the Leased Premises form a part, shall have been caused by the negligence or misconduct of Tenant 1, its agents, servants, employees, or by any other person entering upon the Premises under express or implied invitation of Tenant 1, such injury shall be repaired by Landlord at the sole expense of Tenant 1. In case the building of which the Leased Premises form a part, shall be so injured or damaged, whether by fire or otherwise (though the Premises may not be affected, or if affected, can be repaired within said one hundred eighty (180) days) that Landlord within sixty (60) days after the happening of such injury shall decide not to reconstruct or rebuild the Building, then, notwithstanding anything contained herein to the contrary, upon notice in writing to that effect given by Landlord to Tenant 1 within said sixty (60) days, Tenant 1 shall pay the rent properly apportioned up to such date, this Agreement shall terminate from the fault or negligence date of Tenant or any Tenant Related Partydelivery of said written notice and both parties hereto shall be freed and discharged of all further obligations hereunder. Notwithstanding the foregoing, in the Rent shall not be reduced during event the holder of a mortgage granted by Landlord, covering the Leased Premises, fails to authorize the repair or restoration of such damage. If neither Landlord nor Tenant electsthe Premises or fails to release the insurance proceeds, or has the right to elect, to terminate this Lease as the result of such casualty, then if Landlord shall commence and proceed with reasonable diligence elects not to restore the Premises to at its sole election, then this Agreement shall terminate as of the extent date Landlord notifies Tenant 1 of Landlord's Repair Obligations. When such event and the repairs described in rental payments and other charges due under the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work lease shall be conducted in accordance with apportioned to such notice date. Tenant 1 leased premises is separated from the provisions of Section 5.1 aboveCommon Area by a 2-hour fire wall. In no event Tenant 1 shall Landlord have construct any lease improvements desired (structural, electrical, plumbing etc) within the obligation 2-hour fire wall so as not to expend for compromise the restoration or repair effectiveness of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenantwall. Landlord shall not be liable for any inconvenience or annoyance to complete the installation of the drywall installations of the fire wall. Tenant or injury to 1 shall maintain the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty2-hour fire rating with all remaining construction / installations within leased premises.

Casualty Damage. If the Premises or any part thereof shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give prompt written notice of that occurrence thereof to Landlord. In case (i) Landlord will not be permitted by applicable law to rebuild the event that any portion Building in substantially the same form as existed prior to the fire or casualty, or (ii) the Premises has been materially damaged and there is less than two (2) years of the Project is damaged Lease Term (as extended by fire any Extension Terms exercised as of the date of the casualty) remaining on the date of such casualty, or (iii) there shall occur any material uninsured loss to the Building, either (x) Landlord or (y) provided the damage did not result by reason of any willful misconduct of Tenant or any of its invitees, agents, employees, contractors or licensees, Tenant, may, at its option, terminate this Lease by notifying the other casualty and if party in writing of such termination within thirty (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (24030) days after the date of the such casualty; provided, however, that if Tenant exercises any then remaining Extension Term within such thirty (b30) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Projectday period, then Landlord, at Landlord's sole option, Landlord shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty under (30ii) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease above as a result of such casualty; , and Landlord, in reliance upon Tenant's waiver any notice of its termination right, theretofore given by Landlord shall proceed to make the repairs which are within Landlord's Repair Obligationsbe void. During any period of reconstruction or repair Such termination shall be effective as of the Premisesdate of fire or casualty, Tenant shall continue the operation of Tenant's business within the Premises with respect to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire Premises that was rendered untenantable, and the effective date of termination specified in Landlord's or other casualty resulting from Tenant's termination notice (which shall be no less than ninety (90) days after the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair date of such damagenotice), with respect to any portion of the Premises that remained tenantable. If neither Landlord nor Tenant elects, or has the right to elect, elects to terminate this Lease as the result of such casualtyLease, then Landlord shall commence and proceed with reasonable diligence to restore the Building and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) located within the Premises to substantially the extent same condition they were in immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord's Repair Obligationsobligation to restore the Building and the Leasehold Improvements shall not require Landlord to expend for such repair and restoration work the insurance proceeds actually received by the Landlord as a result of the casualty or which would have been received had Landlord continued in full force and effect the insurance required of Landlord hereunder. Further, any proceeds of insurance received by Landlord's mortgagee or ground lessor shall be deemed received by Landlord for purposes hereof. When repairs to the repairs described in the preceding sentence Premises have been completed by Landlord, Tenant shall then complete the restoration or replacement of all leasehold improvements in excess of LandlordTenant's Repair Obligations which are Property necessary to permit Tenant to Tenant's re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair occupancy of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by TenantPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty such damage or the repair thereof, except that Landlord shall allow Tenant a fair diminution of Rent on a per diem basis (based on the ratio of the square foot area of the untenantable portion of the Premises to the total square foot area of the Premises) during the time and to the extent any damage to the Premises or the means of access thereto causes the Premises to be rendered untenantable and not used by Tenant except to the extent provided in the case of a Tenant Caused Casualty (below defined). Such diminution of Rent shall continue until the first to occur of (i) resumption of use and occupancy by Tenant of the damaged portion for the conduct of its business operations thereon or (ii) the last to occur of (x) substantial completion by Landlord of its repair and restoration work made necessary of the Premises or (y) substantial completion by Tenant of its repair and restoration, not to exceed however under this subsection (y) ninety (90) days following the date of substantial completion by Landlord of its repairs and restoration. In the case of damage or destruction affecting less than the entire Premises but rendering Tenant unable to reasonably conduct its business in the remaining undamaged portion, then any abatement of rent to which Tenant shall be entitled hereunder shall be extended to the entire Premises. Notwithstanding the foregoing, if the Premises or any other portion of the Building is damaged by fire or other casualty resulting from the negligence of Tenant or any Tenant Related Parties (herein a "Tenant Caused Casualty"), the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable (except to the extent Landlord is or would be entitled to be reimbursed by the occurrence proceeds of any casualtyrental interruption insurance either carried by Landlord or which is generally available to commercial landlords owning large modern office buildings within the Washington, D.C. metropolitan area). Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises shall be those specifically set forth herein.

Casualty Damage. If Except as otherwise provided below, in the event of partial or total destruction of the Premises shall be destroyed or --------------- damaged during the Term by fire or any other casualty, Tenant shall immediately give written notice the Landlord shall, after receipt of that occurrence to Landlord. In any insurance proceeds available as a result of such casualty, as promptly as practicable repair, reconstruct or replace the event that any portion portions of the Project Premises destroyed as nearly as possible to their condition prior to such destruction, except that in no event shall the Landlord be obligated to expend more for such repair, reconstruction or replacement than the amounts of any such insurance proceeds actually received If the Building is damaged so extensively destroyed by fire or other casualty and if that the Premises are not susceptible of repair, reconstruction or replacement within nine (a9) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after months from the date of such destruction, or if such destruction resulted from causes or risks not required to be insured against by the casualty; (b) ifLandlord hereunder, and only if, such casualty results in material damage or if any Mortgagee refuses to agree to release net insurance proceeds to the Project, Landlord, in Landlord's sole judgment, elects not or if the insurance proceeds actually received by the Landlord are inadequate to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises to a condition reasonably tenantable for the intended use unless such proceeds are affected inadequate by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as reason of the date failure of Landlord's written notice the Landlord to obtain or maintain the insurance required by Paragraph 8(i) hereof, the Landlord or the Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to may terminate this Lease by delivering giving written notice to Landlord the other within thirty (30) days after the date of such destruction unless, in the case of notice from the Tenant, within ten (10) days after receipt of written any such notice of by the Landlord's estimate of , the time to complete Landlord's Repair Obligations relative Landlord gives notice to the Premises. If Tenant does not provide that the Landlord with notice of Tenant's termination election in will make the manner necessary additional funds available for such repair, reconstruction or replacement and complete such repair, reconstruction or replacement within nine (9) months from the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result date of such casualty; and Landlorddestruction, in reliance upon Tenant's waiver which event this Lease shall nevertheless remain in effect. In the event of its termination rightas aforesaid this Lease shall terminate as of, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, and Basic Rent and Additional Rent shall be reduced to appropriately apportioned through and abated from and after, the extent that the Premises are unfit for the conduct of Tenant's Permitted Use date of the Premises. If, however, the Premises or any portion notice of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtytermination.

Casualty Damage. If If, before the Premises shall be destroyed or --------------- Closing, the improvements on any of the Real Property are damaged by fire or any other insured casualty, Tenant then Sellers shall immediately give Buyer prompt written notice of that occurrence such casualty. If the cost to Landlord. In restore such improvements, as reasonably determined by Seller, is more than $2,000,000.00 for the event that any portion of Northview Corporate Center Real Property, $3,000,000.00 for the Project is damaged Metropolitan Park – North Tower Real Property or $5,000,000.00 for the ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Real Property, then Buyer shall have the right, by fire or other casualty and if giving notice to Sellers within seven (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (2407) days after the date Sellers give notice to Buyer of the casualty; applicable Seller’s reasonable estimate (bwhich shall be prepared by an independent, reputable, licensed contractor selected by Seller) ifof the cost to restore such improvements, to terminate this Agreement, in which event this Agreement shall terminate, and only ifBuyer shall receive a return of the Deposit. If, before the Closing, 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 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 $2,000,000.00 for the ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Real Property, Sellers and Buyer each shall have the right, by giving notice to the other 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 which event this Agreement shall terminate and the 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 cost of such restoration work upon written notice to Sellers given no later than five (5) days after Buyer has received Sellers’ termination notice hereunder. If, 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 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 and, on the Closing Date, any insurance proceeds (or, if not theretofore received, the right to receive such proceeds) payable on account of the damage shall be transferred to Buyer and the amount of any deductible under the insurance policy to the extent of the restoration cost, as reasonably determined by the applicable Seller (which shall be based on the estimate prepared by the independent, reputable, licensed contractor selected by Seller) (or, in the case of an uninsured casualty, the restoration cost, as reasonably determined by the applicable Seller (which shall be based on the estimate prepared by the independent, reputable, licensed contractor selected by Seller)) shall be a credit to Buyer against the total purchase price for the Property. Notwithstanding the foregoing, if the casualty is not covered by insurance because the applicable Seller failed to obtain or maintain the required insurance, then such casualty results in material damage shall be treated as insured and Buyer shall be entitled to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains a credit in the Lease Term at amount that would have been payable in respect of such casualty under the time insurance policy required to be obtained or maintained by such Seller. Sellers shall give notice to Buyer reasonably promptly after the occurrence of any damage to the Project, then Landlord, at Landlord's sole option, shall have improvements on the right to terminate this Lease, regardless of whether the Premises are affected Property by such any casualty. In such eventBuyer and Sellers acknowledge and agree that Sellers do not carry earthquake insurance, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not and, therefore, damage caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant 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 given any notice to have irrevocably waived its right to terminate Buyer required by this section 6.3 and the Lease period of seven (7) days described in this section 6.3 has expired, and the restoration cost has been determined by the applicable Seller as a result provided hereunder. Sellers agree that they shall not settle any casualty insurance claims without Buyer’s prior written approval of such casualty; and Landlordsettlement, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent approval Buyer shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyunreasonably withhold.

Casualty Damage. If In the event the Building or Premises shall be destroyed or --------------- damaged by fire rendered untenantable, either wholly or any other casualtyin part, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty casualty, Landlord may, at its option, restore the Building or Premises to as near their previous condition as is reasonably possible and in the meantime the Rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the whole thereof, provided, such abatement (i) shall apply only to the extent the Premises are untenantable for the purposes permitted under this Lease and not used by Tenant as a result thereof, and (ii) shall not apply if Tenant or any other occupant of the Premises or any of their agents, employees, invitees, transferees or contractors caused the damage. Unless Landlord, within sixty (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (24060) days after the date happening of the any such casualty; (b) if, shall notify Tenant of its election to so restore, this Lease shall thereupon terminate and only ifend, such casualty results in material damage to the Projectprovided, Landlord, if in Landlord's sole judgmentestimation the Premises cannot be restored within one hundred twenty (120) days following such destruction, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, Landlord shall have the right to notify Tenant and Tenant may terminate this Lease, Lease (regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice intent to Tenant regarding such termination. In the event that (xrestore) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect delivery of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate notice. Such restoration by Landlord shall not include replacement of furniture, equipment or other items that do not become part of the time to complete Landlord's Repair Obligations relative Building or any improvements to the PremisesPremises in excess of those provided for in the allowance for building standard Items. If Tenant does not provide Landlord with notice agrees that the abatement of Rent as provided above shall be Tenant's termination election sole and exclusive recourse in the manner event of such damage, and within the time period specified in the preceding sentence, then Tenant shall be deemed waives any other rights Tenant may have under applicable Law to have irrevocably waived its right to perform repairs or. terminate the Lease as a result by reason of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises damage to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole Building or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty.

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. 14.1 In the event that any portion of damage to or destruction of the Project is damaged Demised Premises caused by fire or other casualty and if (a) casualty, or any such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage or destruction to the ProjectBuilding or the facilities necessary to provide services and normal access to the Demised Premises in accordance herewith, Landlord, after receipt of written notice thereof from Tenant, shall undertake to make repairs and restorations with reasonable diligence as hereinafter provided, unless this Lease has been terminated by Landlord or Tenant as hereinafter provided or unless any mortgagee which is entitled to receive casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the cost of such repairs and restoration. If (i) the damage is of such nature or extent that, in Landlord's sole judgment, elects not more than three hundred and sixty-five (365) days would be required (with normal work crews and hours) to repair and restore the part of the Demised Premises or rebuild such damaged areas; Building which has been damaged, or (cii) the Demised Premises or the Building is so damaged that, in Landlord's sole judgment, it is uneconomical to restore or repair the Demised Premises or the Building, as the case may be, or (iii) less than one two (12) year remains years then remain on the current Lease Term, Landlord shall so advise Tenant promptly, and either party, in the Lease Term at the time of any damage to the Projectcase described in clause (i) above, then or Landlord, at Landlord's sole optionin the cases described in clauses (ii) or (iii) above, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that within thirty (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24030) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant any such damage or destruction shall have the right to terminate this Lease by delivering written notice to Landlord within the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result date of such casualty; and Landlord, in reliance upon Tenant's waiver notice. 14.2 In the event of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Partydamage, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate provided this Lease as is not terminated pursuant to the result terms of this Article 14 and is otherwise in full force and effect, and sufficient casualty insurance proceeds are available for application to such casualtyrestoration or repair, then Landlord shall commence and proceed with reasonable diligence diligently to restore the Demised Premises to substantially its condition prior to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair occurrence of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenantdamage. Landlord shall not be liable for obligated to repair or restore any inconvenience alterations, additions, fixtures or annoyance equipment which Tenant may have installed (whether or not Tenant has the right or the obligation to Tenant remove the same or injury is required to leave the same on the Demised Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all costs as may be incurred by Landlord in connection therewith. 14.3 Landlord shall not insure any improvements or alterations to the business Demised Premises in excess of Building standard tenant improvements, or any fixtures, equipment or other property of Tenant. Tenant resulting shall, at its sole expense, insure the value of its leasehold improvements, fixtures, equipment and personal property located in or on the Demised Premises, for the purpose of providing funds to Landlord to repair and restore the Demised Premises to substantially its condition prior to occurrence of the casualty occurrence. If there are any such alterations, fixtures or additions and Tenant does not assure or agree to assure payment of the cost of restoration or repair as aforesaid, Landlord shall have the right to restore the Demised Premises to substantially the same condition as existed prior to the damage, excepting such alterations, additions or fixtures. 14.4 The validity and effect of this Lease shall not be impaired in any way from any casualty by the failure of Landlord to complete repairs and restoration of the Demised Premises or of the Building within three hundred and sixty-five (365) days after commencement of the work, even if Landlord had in good faith notified Tenant that the repair and restoration could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration. In the case of damage to the Demised Premises which is of a nature or restoration work made necessary extent that Tenant's continued occupancy is in the judgment of Landlord substantially impaired, then the Annual Fixed Rent and Tenant's Proportionate Share otherwise payable by Tenant hereunder shall be equitably abated or adjusted for the occurrence duration of any casualtysuch impairment. Tenant shall be responsible to repair all of Tenants' leasehold improvements and all equipment, fixtures and personal property located in or on the Demised Premises subject to Article 8 and to such other conditions as Landlord may require.

Casualty Damage. If any part of the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty, Lessee shall give prompt notice to Lessor. If damage by fire or other casualty and reasonably precludes occupancy of any substantial part of the Premises, or if the Project is so damaged that in Lessor's sole judgment, substantial alteration or reconstruction of the Project is required (a) such damage is such that Landlord canwhether or not reasonably be expected the Premises have been damaged by the casualty), or if any mortgagee of the Property requires application of the insurance proceeds to substantially complete the repairs which are reduction of the mortgage debt, or if any material uninsured loss occurs, Lessor may, at its option, terminate this Lease by notifying Lessee within Landlord's Repair Obligations within two hundred forty sixty (24060) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects . If Lessor does not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right elect to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such eventit shall, all Rent owed up to the date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that within sixty (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (24060) days after the date of that the casualty, as notify Lessee of that decision and of the estimated repair time. If the damage reasonably precludes occupancy of any substantial part of the Premises and if the estimated by Landlord; and repair time to restore that part of the Premises to a condition that reasonably permits occupancy will extend beyond six (z6) Landlord has not terminated this Leasemonths after the date of the casualty, then Tenant shall have the right Lessee may elect to terminate this Lease by delivering written notice to Landlord so notifying Lessor within thirty ten (3010) days after receipt of written notice of LandlordLessor's estimate of the time decision not to complete Landlord's Repair Obligations relative to the Premisesterminate this Lease. If Tenant does Lessor elects not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty(or if Lessor is not entitled to terminate this Lease), then Landlord shall commence and proceed with reasonable diligence if Lessee does not elect to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in terminate this Lease (if Lessee has that option under the preceding sentence have been completed by Landlordsentence), Tenant Lessor shall then complete restore (or shall cause the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair owner of the Building to restore) the Project an amount in excess of and the insurance proceeds actually received by Landlord Improvements to substantially their former condition as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualty.soon as reasonably

Casualty Damage. If the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected If the Improvements on the Real Property are damaged by any casualty which constitutes a Major Casualty (as defined below), Purchaser shall have the right, by giving notice to substantially complete the repairs which are Seller within Landlord's Repair Obligations within two hundred forty twenty (24020) days after the date Seller gives notice of the casualty; (b) if, and only if, occurrence of such casualty results in material damage to the ProjectPurchaser, Landlordto terminate this Agreement, in Landlord's sole judgmentwhich event this Agreement shall terminate, elects the E▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder except as otherwise expressly provided in this Agreement. If Purchaser and Seller acting reasonably and in good faith cannot agree as to repair whether or rebuild such damaged areas; or (c) less than one (1) year remains in not the Lease Term at the time of any damage to the Projectcasualty constitutes a Major Casualty, then Landlord, at Landlord's sole option, such loss shall have be treated as a Major Casualty under the terms hereof. If the Improvements are damaged by any casualty which does not constitute a Major Casualty or if Purchaser has the right to terminate this LeaseAgreement pursuant to the preceding sentence but Purchaser does not exercise such right, regardless then this Agreement shall remain in full force and effect and, after the amount of whether the Premises are affected loss has been approved by the insurance company and is acceptable to both, Seller and Purchaser, at the Closing, Purchaser shall take title to the Property subject to such casualty. In such eventcasualty to the Property without any abatement to the Purchase Price and Seller shall assign to Purchaser, all Rent owed up of Seller's rights to the date of that casualty shall any insurance proceeds to which Seller may be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease entitled as a result of such casualty; , including any loss of rents, and LandlordSeller shall pay to Purchaser the amount of Seller's deductible under Seller's insurance policy. For purposes hereof, "Major Casualty" shall be deemed to be any damage or destruction to the Property where (i) the cost of repair or replacement is estimated to be Five Hundred Thousand and 00/100 ($500,000.00) Dollars or more (as reasonably determined by Seller and Purchaser), or (ii) the work of repair or replacement shall take more than ninety (90) days from the date of such damage or destruction to repair or replace, in reliance upon the parties' good faith judgment, or (iii) it is anticipated in the parties good faith judgement that the net operating income from the Property will be materially diminished after the repair or restoration is completed, or (iv) any Tenant is entitled to a▇▇▇▇ such Tenant's waiver of its termination right, shall proceed to make rental beyond the repairs which are within Landlord's Repair Obligations. During any period of reconstruction any rental loss insurance paid to Purchaser or repair of the Premises, Tenant shall continue the operation of to terminate such Tenant's business within Tenant Lease, or (v) the Premises insurance proceeds will not be payable prior to the extent practicablescheduled Closing Date. During the period from Seller shall give notice to Purchaser promptly after the occurrence of any change to the Improvements on the Real Property by any casualty. Purchaser shall have a period of fifteen (15) days (or such shorter period as Purchaser may elect by giving notice to Seller) after Seller has given the notice to Purchaser required by this Paragraph 10 to evaluate the extent of the damage and make the determination as to whether to terminate this Agreement. If necessary, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Paragraph 10 and the period of fifteen (15) days described in this Paragraph 10 has expired. If there is a casualty which was to any Unit after the Closing but prior to the date Seller has released the last space located in that Condominium Unit from the Master Lease, the term of the Master Lease shall be extended for ninety (90) days. Anything herein to the contrary notwithstanding, if a Major Casualty occurs that does not causeddamage all of the Condominium Units in the Closing, in whole but does damage some of such Condominium Units, Purchaser shall have the option to purchase the undamaged Condominium Units at the Closing and postpone the Closing of the damaged Condominium Units or in part, by Tenant or any Tenant related party, postpone the Closing until the completion of damage has been repaired and the work within Landlord's Repair Obligations which is necessary to render Tenants involved are back in their respective demised premises and open for business. If any Condominium Units are withdrawn from the Premises tenantableClosing pursuant hereto, Rent the Purchase Price paid at the Closing shall be reduced by the Purchase Price amount allocated to such withdrawn Condominium Units as set forth on Exhibit L hereto and the Purchase Price at the postponed Closing, for the withdrawn Condominium Units shall be the amount allocated thereto as set forth on Exhibit L. (b) If the Common Elements, excluding Appurtenant Limited Common Elements to any Unit, are damaged by any casualty, Purchaser shall have the right (i) to postpone the Closing Date until said damage is fully repaired, or (ii) proceed with the Closing on the scheduled date. Purchaser shall promptly advise Seller within ten (10) business days after receipt of notice of such damage as to Purchaser's decision. (c) Anything in this Section to the extent contrary notwithstanding, if a Major Casualty shall occur and Seller can display to, the reasonable discretion of Purchaser's Inspector, that it can within six (6) months from the Premises are unfit for the conduct of Tenant's Permitted Use date of the Premisescasualty, restore the damaged property, get all Tenants back into their demised premises on a rent paying basis and deliver to the Purchaser current Tenant Estoppel Certificates confirming such facts, Purchaser agrees that it shall not elect to cancel this Agreement. IfIf Seller is not able to display that it is able to comply with the above, however, or Seller commences such restoration after compliance with the Premises or any portion above but has not in fact satisfied the above conditions by the expiration of the Project is damaged by fire or other casualty resulting from six-month period, Purchaser shall have the fault or negligence of Tenant or any Tenant Related Party, option to (1) extend the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to electtime within which Seller has, to terminate this Lease as display that it can comply with the result of such casualtyabove or satisfy the conditions set forth above after commencing restoration, then Landlord shall commence (2) close the purchase and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted sale in accordance with the provisions terms of Section 5.1 above. In no event shall Landlord have this Agreement or (3) cancel the obligation to expend for Agreement and receive back the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtyE▇▇▇▇▇▇ Money.

Casualty Damage. If the Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty (a “Casualty”) this Lease shall terminate as of the date of such destruction and rental shall be accounted for as between Landlord and Tenant as of that date. If the Premises are damaged but not wholly destroyed or --------------- damaged by fire or any other casualtysuch casualties, rental shall ▇▇▇▇▇ in such proportion as use of the Premises has been destroyed and Landlord shall restore the Premises to substantially the same condition as before damage as speedily as is practicable, whereupon full rental shall recommence. If this Lease is not terminated, Landlord shall promptly and diligently, restore the Premises. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law. Upon notice from Landlord, Tenant shall immediately give written notice 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 that occurrence to Landlord. In Tenant; provided if the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not estimated cost to repair or rebuild such damaged areas; or (c) less than one (1) year remains in Leasehold Improvements exceeds the Lease Term at amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the time excess cost of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty repairs shall be paid by Tenant to Landlord; and this Lease shall cease and come Landlord prior to an end as of the date of Landlord's written notice to Tenant regarding such terminationcommencement of repairs. In the event that (x) the Premises is rendered Untenantable by fire or any other casualty which is not caused by the fault or neglect Within 15 days of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs within the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premisesdemand, Tenant shall continue also pay Landlord for any additional excess costs that are determined during the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion performance of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease as the result of such casualty, then Landlord shall commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenantrepairs. Landlord shall not be liable for any inconvenience or annoyance to Tenant Tenant, or injury to the Tenant's business of Tenant resulting in any way from any casualty the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or restoration work made necessary 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 untenable and unable to be used by the occurrence of any casualtyTenant.

Casualty Damage. If The parties hereto mutually agree that if the Leased Premises shall be are partially or totally destroyed or --------------- damaged by fire or any other casualtycasualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms hereof, Tenant shall immediately give the Landlord may, after thirty (30) days written notice to Tenant, at its option, repair and restore the Leased Premises as soon as it is reasonably practicable, to substantially the same condition in which the Leased Premises were before such damage, or it may terminate the Lease; provided, however, that in the event the Leased Premises are completely destroyed or so badly damaged that repairs cannot be commenced within thirty (30) days and completed within six (6) months thereafter, then this Lease shall be terminable as of the date of the occurrence of the damage or destruction, by either party hereto by serving written notice 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 as of the date of occurrence to of the damage or destruction by serving notice upon the Landlord. In the event that any portion of the Project is Leased Premises are completely destroyed or so damaged by fire or other casualty covered by the fire and if (a) such damage is such extended coverage insurance to be carried by Landlord under the terms hereof that Landlord it cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project, Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas; or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease, regardless of whether the Premises are affected by such casualty. In such event, all Rent owed up to the date of that casualty shall be paid used by Tenant to Landlord; for the purposes herein provided and this Lease is not terminated as above provided, then there shall cease and come to an end as be a total abatement of the date of Landlord's written notice to Tenant regarding such terminationrent until said Premises are made usable. In the event that (x) the Leased Premises is rendered Untenantable are partially destroyed or damaged by fire or any other casualty 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 is not caused by the fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord Premises cannot reasonably be expected to substantially complete the repairs within used by Tenant. If the Premises which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of that casualty, as reasonably estimated by Landlord; and (z) Landlord has not terminated this Lease, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord within thirty (30) days after receipt of written notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, then Tenant shall be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant electsTenant, or has the right to electagents, to terminate this Lease as employees, licensees, invitees of Tenant, such damage shall be repaired by and at the result expense of such casualty, then Landlord shall commence Tenant under the direction and proceed with reasonable diligence to restore the Premises to the extent supervision of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant and rent shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, all costs and expenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from any casualty or the repair or restoration work made necessary by the occurrence of any casualtycontinue without abatement.