Common use of Casualty Clause in Contracts

Casualty. In the event the Leased Premises shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.

Casualty. (a) In the event that, as a result of a casualty, whether (i) insured against by the Leased State or (ii) intended and deemed by the State to be the subject of its general plan to provide against and cover such casualty or loss by self-insurance or self-retention, the Demised Premises is damaged without the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Lessee, or who are at the Demised Premises with the Lessee’s consent, so as to render the Demised Premises untenantable in whole or part, then: (1) If the State finds that the necessary repairs or rebuilding can be completed within ninety (90) days after the occurrence of the damage, the State shall repair or rebuild with due diligence, and the Rent hereunder shall be damaged or destroyed during abated only for the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild period from the Leased Premises (excluding restoration occurrence of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased earlier of: (i) sixty (60) days after the completion of the repairs or rebuilding, or (ii) the Lessee’s reopening for business at the Demised Premises, whether or not the work of repair or rebuilding is actually completed within the said ninety (90) days; or (2) If the State finds that such repairs or rebuilding cannot be completed within ninety (90) days after the occurrence of the damage, or if the State concludes that areas other than the Demised Premises also require rebuilding, then the State shall have the options: (i) to proceed with due diligence to repair or to rebuild the Demised Premises as necessary; or (ii) to terminate this Lease as to the entire Demised Premises; and in the case of (i), the Rent hereunder shall be abated either as the case may require for the period from the occurrence of the damage to the earlier of: (a) sixty (60) days after the completion of the repairs or rebuilding, or (b) the Lessee’s reopening for business at the Demised Premises, or for the period from the occurrence of the damage to the effective date of termination. In the event that the casualty is due to the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Lessee, or who are at the Demised Premises with the Lessee’s consent, then, the State shall repair or rebuild the Demised Premises, with due diligence, at the Lessee’s sole cost and expense. The State’s cost thereof shall be paid within twenty (20) days of demand. (b) The Parties do hereby stipulate that neither the provisions of Section 227 of the Real Property Law of the State of New York nor those of any other similar statute shall be extended or apply to this Lease Agreement. (c) The Lessee shall give the State immediate notice, in compliance with Section 16 of this Lease, in case of fire, accident or casualty to the Demised Premises or elsewhere in the Plaza if the occurrence elsewhere in the Plaza is known to and involves the Lessee, its officers, members, employees, agents, representatives, contractors, or is known to any of them and involves customers, guests or invitees of the Lessee. (d) In the event of a partial or total destruction of the Demised Premises, the Lessee shall immediately remove any and all of its property and debris from the Demised Premises or the portion thereof destroyed, and if the Lessee does not promptly so substantial that remove, the State may remove the Lessee's property to a public warehouse for deposit or retain the same in its own possession and sell the same at public auction, the proceeds of which shall be applied first to the expenses of removal, storage and sale, second to any sums owed by the Lessee to the State, with any balance remaining to be paid to the Lessee; if the expenses of such removal, storage and sale shall exceed the proceeds of sale, the Lessee shall pay such excess to the State upon demand. (e) The Lessee shall have the right to terminate this Lease if the damage is such that: (a) the repair, restoration or rehabilitation of such damage Demised Premises cannot reasonably be expected to be substantially completed (or are not) restored within 180 one hundred eighty (180) days from the date of such damage, ; (b) the damage or destruction is caused by a peril not required to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, be insured against hereunder; or (c) the damage or destruction occurs within during the last twelve two (122) weeks years of the Term, or Term (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part renewal, extension or holdover thereof, are destroyed or damaged to ) and the extent the Leased Premises canLessee has not be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant previously exercised any option rights it may have for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedsucceeding extension terms.

Casualty. In Section 14.1 If (a) the event the Leased Premises shall be are damaged by fire or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replaceother casualty, or rebuild (b) the Leased Building (including any Building system) is damaged by fire or other casualty so that Tenant is deprived of reasonable access to the Premises (excluding restoration or so that the Premises or any part of any alterations made the Premises is unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises, Tenant shall give prompt notice to Landlord. Subject to the Leased Premisesprovisions of this Article (i) to substantially the same condition in which the same were immediately prior to such damage or destructionLandlord shall, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoingat Landlord’s expense, if repair the damage to the Leased Premises, excluding the damage to Tenant’s Work or Tenant’s Property and (ii) Tenant shall, at Tenant’s expense, promptly remove ▇▇▇▇▇▇’s Property from the Premises to the extent required by Landlord in connection with Landlord’s repair of the damage and shall promptly after Landlord's substantial completion of the repair to the Premises, commence to diligently repair Tenant's Work and Tenant's Property in order to resume its normal business in the Premises. Until the repairs to be performed by Landlord are substantially completed, the Rent shall be reduced in proportion to the area of the Premises to which Tenant shall not have reasonable access or which is so substantial that unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises and which ▇▇▇▇▇▇ does not actually use. Section 14.2 If (a) the repairPremises are rendered wholly untenantable, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises are damaged by any cause which is so substantial that the estimated repair costs exceed $100,000not covered by Landlord’s insurance, or (c) the damage occurs within Premises are damaged in whole or in part during the last twelve two (122) weeks years of the Term, or (d) the Building is damaged cost of repairing any damage to the extent of fifty Building by fire or other casualty exceeds twenty-five percent (5025%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part replacement cost thereof, are destroyed as reasonably estimated by a reputable contractor, architect or damaged engineer selected by Landlord, Landlord shall have the right, by notice given to the extent the Leased Premises cannot be occupied due to such casualty Tenant within sixty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (3060) days following the completion date of Landlord's repair obligation the damage, to terminate this lease. If this lease is terminated pursuant to this Section, the Term shall expire on the fifteenth (15th) day after the notice is given as above statedfully and completely as if such date were the stated Expiration Date. Section 14.3 This Article constitutes an express agreement governing any damage to or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, and any other similar Laws shall have no application to a fire or other casualty.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord's obligation hereunder with respect to the Leased Premises shall be damaged or destroyed limited to the reconstruction of such of the leasehold improvements as were originally made by Landlord, if any. Rent shall proportionately ▇▇▇▇▇ during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild time that the Leased Premises (excluding restoration or part thereof are unusable because of any alterations made such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or (b) destroyed by Tenant a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days' written notice to substantially the same condition in which the same were immediately prior other party, terminate this Lease with respect to such damage or destruction, and Landlord matters thereafter shall diligently prosecute said work to completion without delay or interruptionaccruing. Notwithstanding anything to the forgoingcontrary contained herein, if the damage to the Leased Premises or the Building is so substantial a partial casualty that effects more than twenty percent (a20%) of the repair, restoration or rehabilitation of such damage canLeased Premises and has not reasonably be expected to be substantially completed been repaired and the Leased Premises made ready for occupancy within 180 sixty (60) days from after the date of such damagethe casualty, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingdestruction, then either party may elect the Tenant shall have the right and option to terminate this Lease by giving written notice to the other party Landlord at any time within thirty fifteen (3015) days after the end of such sixty (60) day period. Additionally, if the damage is to such an extent that it cannot reasonably be repaired and the Premises made ready for occupancy within sixty (60) days after the date of such the casualty. Furthermore, notwithstanding damage or destruction, then Tenant may terminate this Lease within fifteen (15) days after the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount date of the insurance proceeds received casualty, damage or destruction by Landlord in connection with such casualtygiving written notice to Landlord. In Following any casualty loss which renders the event the Leased PremisesPremises untenantable, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there Tenant shall be entitled to an abatement of Base Rent due Landlord by Tenant for the period of time commencing on rent from the date of such casualty and continuing the damage or destruction until the earlier Premises are rendered tenantable notwithstanding any negligence on the part of (a) Tenant. If only a portion of Premises is rendered untenantable, then Tenant's rent shall be partially abated taking into account the day that Tenant re-occupies diminution in value of the Untenantable Premises. If this Lease is terminated, Rent shall be prorated to the date of the casualty, damage or (b) thirty (30) days following the completion of Landlord's repair obligation as above stateddestruction and any prepaid Rent or other prepaid amounts shall be refunded to Tenant.

Casualty. In If the Building is totally destroyed by fire or other casualty or if the Premises or Building is so damaged that rebuilding or repairs cannot be completed within one hundred eighty (180) days after the date of such damage, Landlord or Tenant may at its option terminate this Lease, in which event the Leased Premises Rent shall be damaged or destroyed abated during the Termunexpired portion of this Lease effective from the date of such damage. If the Building or the Premises are damaged by fire, tornado or other casualty covered by Landlord’s insurance, but only to such extent that rebuilding or repairs can be completed within one hundred eighty (180) days after the date of such damage, or if the damage should be more serious but neither Landlord nor Tenant elects to terminate this Lease, Landlord shall promptly within ninety (90) days after the date of such damage commence to rebuild or repair the Building and/or Premises and proceed with reasonable diligence to repair, restore, replace, or rebuild restore the Leased Building and/or Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to not less than substantially the same condition in which the same were it was immediately prior to such damage the casualty, except Landlord shall not be required to rebuild, repair or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks replace any part of the Termfurniture, equipment, fixtures and other improvements which may have been placed by Tenant in the Premises. There shall be a fair diminution of Rent during the time the Premises are unfit for occupancy. If any mortgagee under a deed to secure debt, security agreement or (d) mortgage requires the Building is damaged to insurance proceeds be applied against the extent of fifty percent (50%) or more of the monetary value thereof and mortgage debt, Landlord elects not shall have no obligation to rebuild the Building, then either party may elect to terminate and this Lease by giving written shall terminate upon notice to the other party Tenant; provided, however, that Landlord shall notify Tenant, within thirty (30) days after any such mortgagee gives a notice to Landlord of such election to apply such proceeds against the mortgage debt, of the date of fact that such casualtymortgagee has done so. FurthermoreExcept as hereinafter provided, notwithstanding any insurance which may be carried by Landlord or Tenant against loss or damage to the foregoing, in no event Building or to the Premises shall Landlord's obligation to repair, restore, replace, or rebuild be for the Leased Premises exceed the amount sole benefit of the party carrying such insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedunder its sole control.

Casualty. Upon the occurrence of any casualty loss, damage or destruction material to the operation of the Station prior to the Closing, Seller shall promptly give Buyer written notice setting forth in detail the extent of such loss, damage or destruction and the cause thereof if known. Seller shall use its reasonable efforts to promptly commence and thereafter to diligently proceed to repair or replace any such lost, damaged or destroyed property. In the event the Leased Premises shall be damaged that such repair or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant replacement is not fully completed prior to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destructionClosing Date, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party Buyer may elect to terminate this Lease by giving written notice postpone the Closing until Seller's repairs have been fully completed or to consummate the other party within thirty (30) days of transactions contemplated hereby on the date of such casualty. Furthermore, notwithstanding the foregoingClosing Date, in no which event Seller shall Landlord's obligation assign to repair, restore, replace, or rebuild Buyer the Leased Premises exceed the amount portion of the insurance proceeds received (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs incurred by Landlord Seller to collect such amounts), if any, not previously expended by Seller to repair or replace the damaged or destroyed property (such assignment of proceeds to take place regardless of whether the parties close on the scheduled or deferred Closing Date) and Buyer shall accept the damaged Sale Assets in connection with such casualtytheir damaged condition. In the event the Leased Premisesloss, damage or any part thereofdestruction causes or will cause the Station to be off the air for more than seven (7) consecutive days or fifteen (15) total days, are destroyed whether or damaged not consecutive, then Buyer may elect either (i) to consummate the extent transactions contemplated hereby on the Leased Premises cannot be occupied due Closing Date, in which event Seller shall assign to Buyer the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs, incurred by Seller to collect such casualty ("Untenantable Premises"amounts), there if any, not previously expended by Seller to repair or replace the damaged or destroyed property, and Buyer shall be an abatement of Base Rent due Landlord by Tenant for accept the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premisesdamaged Sale Assets in their damaged condition, or (bii) thirty (30) days following the completion of Landlord's repair obligation as above statedto terminate this Agreement.

Casualty. In the event the Leased Premises shall be damaged or destroyed (a) If at any time during the Termterm of this Lease, including any extension or renewal thereof, the Building is damaged by fire or other casualty, then, unless this Lease is terminated by Landlord as hereinafter provided, Landlord shall be obligated to promptly proceed commence, and thereafter prosecute with reasonable diligence, the reconstruction, restoration and repair of the Building and the Premises to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant a condition substantially equivalent to the Leased Premises) to substantially the same condition in which the same were that existing immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruptionthe casualty. Notwithstanding the forgoing, if If the damage renders the Premises inaccessible or untenantable in whole or in part, the Rent provided for herein shall ▇▇▇▇▇ thereafter as to the Leased portion of the Premises so affected until such time as same is so substantial that (a) the repairaccessible and restored to a tenantable condition, restoration or rehabilitation of such damage cannot as reasonably be expected to be substantially completed within 180 days from the date of such damage, determined by Landlord. (b) If (i) the damage Building is damaged to an extent that Landlord’s good faith estimate of the Leased Premises is so substantial that cost of reconstruction, restoration and repair thereof exceeds sixty percent (60%) of the estimated repair costs exceed $100,000replacement cost of the Building, (cii) the damage reconstruction, restoration and repair of the Premises or the Building cannot with reasonable diligence be completed within two hundred seventy (270) days after the casualty, or (iii) the casualty occurs within during the last twelve (12) weeks calendar months of the Term, or (d) the Building is damaged to the extent term of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingthis Lease, then either party may elect to terminate this Lease in any such event Landlord shall have the right, exercisable by giving written notice given to the other party Tenant at any time within thirty (30) days after the occurrence of the casualty, to elect not to reconstruct, restore or repair the Premises, and in such event this Lease shall be terminated in all respects effective as of the date of the casualty, all Rent shall be prorated to the date of the casualty, and the parties hereto shall be released from any obligations thereafter accruing under this Lease (except as otherwise provided herein). Notwithstanding the foregoing, in the event the Premises or the Building is damaged by a casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such casualty and Landlord estimates that the damage caused thereby cannot be repaired within two hundred ten (210) days after the casualty, which notice Landlord agrees to provide within forty-five (45) days after such casualty. Furthermore, notwithstanding then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days after the foregoingnotice from landlord of the estimate of time needed to repair the damage. (c) Notwithstanding anything contained in this Section 6.3, in no event shall Landlord's obligation Landlord be required to repairexpend more to reconstruct, restore, replace, or rebuild restore and repair the Leased Premises exceed Building than the amount of the insurance proceeds actually received by Landlord in connection with such casualty. In from the event proceeds of the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord property insurance carried by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.

Casualty. In the event that less than fifty percent (50%) of the Leased Premises shall be is damaged or destroyed during by fire, the Term, Landlord shall promptly proceed to repair, restore, replaceelements, or rebuild any other cause or casualty, Lessor shall proceed with due diligence to repair the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased PremisesLessee Alterations) to substantially the same a condition in which the same were as nearly equivalent as practicable to their condition immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that Within fifteen (a15) the repair, restoration or rehabilitation days of such damage or destruction, Lessor shall notify Lessee if the same can be so repaired within sixty (60) days of such damage or destruction. If such repairs are not, or if Lessor notifies Lessee that the same cannot reasonably be expected to be substantially be, completed as aforesaid within 180 days from said sixty (60)-day period (including any and all periods of Excusable Delay), Lessee may, at Lessee's option, terminate this Lease as of the date of such damagedamage or destruction upon written notice to Lessor given no less than five (5) business days after Lessee's receipt of Lessor's notice or the expiration of said sixty (60)-day period, (b) as the case may be. Upon termination of this Lease, all Rent paid in advance shall be apportioned as of the date of the damage to or destruction. In the Leased Premises is so substantial event that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of more than fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild Premises is damaged or destroyed by fire, the Buildingelements, then either party may elect or other cause or casualty, Lessor or Lessee shall have the option to terminate this Lease by giving upon written notice given to the other party within thirty no later than ten (3010) business days after the date of the occurrence of such damage or destruction. Any such termination shall be effective as of the date of such casualtydamage or destruction. FurthermoreIf neither party elects to exercise its option to terminate, notwithstanding Lessor shall proceed with due diligence to repair the foregoingPremises (excluding any Lessee Alterations) to a condition as nearly equivalent as practicable to their condition immediately prior to such damage or destruction. Within fifteen (15) days of such damage or destruction, in no event Lessor shall Landlord's obligation to repair, restore, replacenotify Lessee if the same can be so repaired within ninety (90) days of such damage or destruction. If such repairs are not, or rebuild if Lessor notifies Lessee that the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises same cannot be occupied due to such casualty be, completed as aforesaid within said ninety ("Untenantable Premises"90)-day period (including any and all periods of Excusable Delay), there shall be an abatement Lessee may, at Lessee's option, terminate this Lease as of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty damage or destruction upon written notice to Lessor given no less than five (5) business days after Lessee's receipt of Lessor's notice or the expiration of said ninety (90)-day period, as the case may be. Upon termination of this Lease, all Rent paid in advance shall be apportioned as of the date of the damage or destruction. A just proportion of the Rent according to the nature and continuing extent of the damage shall be abated until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedany restoration performed by Lessor pursuant to this Section 11.

Casualty. In If during the event Term of this Lease, any portion of the Leased Premises, access to the Premises shall be or any part of the Building which is essential to the use of the Premises is damaged or destroyed during the Termdestroyed, this Lease shall remain in full force and effect and Landlord shall promptly proceed commence to repair, restore, replace, repair and restore the damage or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) destruction to substantially the same condition in which the same were immediately as existed prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruptioncomplete such repair and restoration with due diligence in compliance with all then existing laws. Notwithstanding the forgoingforegoing, if (1) such damage or destruction cannot, in Landlord’s contractor’s reasonable estimate, be repaired within 365 days following such damage or destruction; or (2) more than forty percent (40%) of the damage Building is damaged or destroyed; or (3) any Mortgagee of the Building will not allow the application of insurance proceeds for repair and restoration (pursuant to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation terms of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, Mortgagee’s and Landlord’s loan documents); or (b4) the damage or destruction (including any rent abatement Tenant is, or is anticipated to be, entitled to pursuant to the Leased Premises terms hereof) is so substantial that not covered in full by Landlord’s Insurance required by Paragraph 16, subject to the estimated repair costs exceed $100,000deductible, or (c5) the damage or destruction occurs within the last twelve (12) weeks months of the TermTerm of this Lease or any extension hereof, then Landlord may, in its sole discretion, terminate this Lease by delivery of notice to Tenant within 30 days of the date Landlord learns of the damage; provided, however, in the case of clauses (2) and/or (4) above, if ▇▇▇▇▇▇ agrees in writing to fund the restoration and pay rent hereunder to the extent the loss is not fully covered by Landlord’s insurance, Landlord shall not be entitled to terminate this Lease pursuant to such clauses (2) and/or (4) above so long as Tenant promptly provides Landlord with adequate assurances that such funds are fully and promptly available to Landlord (e.g., Landlord shall have the right, in its sole discretion, to require that Tenant escrow such funds). Further notwithstanding the foregoing, if (i) such damage or destruction cannot, in Landlord’s contractor’s reasonable estimate, be repaired within 365 days following such damage or destruction, or (dii) such damage or destruction is not fully repaired within twelve (12) months following the Building is damaged date of such damage or destruction, extended to the extent of fifty percent any delays caused by Tenant and any delays of force majeure, or (50%iii) the damage or more destruction occurs within the last twelve (12) months of the monetary value thereof and Landlord elects not to rebuild the BuildingTerm of this Lease or any extension hereof, then either party may elect to Tenant may, in its sole discretion, terminate this Lease by giving written delivery of notice to the other party Landlord within thirty (30) 30 days of the date of such casualty. Furthermore, notwithstanding the foregoing, damage (if Tenant is exercising its right to terminate for the reason set forth in no event shall Landlord's obligation to repair, restore, replaceclauses (i) or (iii) above), or rebuild the Leased Premises exceed the amount within 10 days of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of damage (aif Tenant is exercising its right to terminate for the reason set forth in clause (ii) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedabove).

Casualty. In (a) If the event Premises, the Leased Premises Building or Property shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, by fire or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant other casualty insurable under standard coverage insurance to the Leased Premisesextent of less than twenty-five percent (25%) to substantially of the same condition in which reasonable replacement value thereof at the same were immediately prior to time of such damage or destruction, Landlord shall, except as otherwise provided herein, repair and/or rebuild the same with reasonable diligence. Tenant shall repair or restore with due diligence all trade fixtures, equipment and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged other installations theretofore installed by Tenant to the extent of fifty Tenant’s obligations as set forth in Exhibit B and damaged or destroyed by such fire or casualty. If the Premises, the Building, the Property, or any portion of the Business Park owned by Landlord shall be damaged or destroyed (i) to the extent of twenty-five percent (5025%) or more of the monetary reasonable replacement value thereof and at the time of such damage or destruction, or (ii) as a result of a risk which is not covered by insurance, or (iii) to any extent by any cause in the last three (3) years of the then current term of this Lease (unless Tenant shall have exercised prior to the date of said fire or other casualty any remaining option to extend the term of this Lease), then the Landlord elects not to may at its sole election restore or rebuild the Premises, the Building, then either party the Property, or any portion of the Business Park, as the case may elect be, or terminate this Lease. (b) If Landlord elects to terminate this Lease by giving written reason of such damage or destruction, it shall give Tenant notice of its election within sixty (60) days after such damage or destruction. If Landlord is obligated to or elects to repair or rebuild, Landlord shall deliver to Tenant within seventy-five (75) days after the date of the casualty, Landlord’s good faith estimate of the time necessary to complete such repair or rebuilding. If the estimated time to completion exceeds two hundred seventy (270) days, Tenant shall have the right to terminate this Lease by notice to the other party Landlord given within thirty (30) days after Tenant’s receipt of the date Landlord’s notice of estimated time to completion. If this Lease is not terminated by reason of such casualty damage, Landlord shall restore or rebuild reasonable diligence and Tenant shall replace or restore with reasonable diligence all trade fixtures, equipment and other installations theretofore installed by Tenant and damaged or destroyed by such fire or other casualty. Furthermore, notwithstanding the foregoing, in no event Landlord’s obligation under this Section XIV shall Landlord's obligation be to repair, restore, replace, restore or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord to no greater extent than its obligations in connection with the original construction as set forth in Exhibit B and shall be subject to zoning and building laws then applicable to the Premises. Landlord’s obligation under this Section XIV shall be limited to the proceeds received and retained by Landlord (net of any amounts required to be paid to Landlord’s mortgagee) under the insurance policy which is allocable to the Premises, and Landlord shall not be obligated to commence such casualtyrepairs and/or rebuilding until such insurance proceeds are released to Landlord. In Landlord shall not be liable for delays in the event making of any such repairs which are due to governmental regulations, casualties, strikes, unavailability of labor and materials, and other causes beyond the Leased reasonable control of Landlord. If the actual time to repair or rebuild exceeds two hundred seventy (270) days, Tenant may terminate this Lease by written notice to Landlord given within thirty (30) days after such 270-day period and received prior to completion of such repair or rebuilding, and such termination shall be effective upon receipt by Landlord of such notice. (c) Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from reasonable delays in the making of any such repairs. If the Premises, or any part thereof, are shall be damaged or destroyed by fire or damaged other casualty, and if as a result thereof the Premises shall be rendered untenantable, then a just proportion of the Rent reserved hereunder shall be suspended or abated according to the extent to which Tenant may be reasonably required to discontinue its business in the Leased Premises cannot until the work of restoration to be occupied due to such casualty ("Untenantable Premises"), there done by Landlord as aforesaid shall be an abatement of Base Rent due substantially completed. (d) In the event Landlord by Tenant for elects to terminate this Lease pursuant hereto, the period of time commencing on the effective termination date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) shall be not less than thirty (30) days following after the completion date on which a termination notice is received by Tenant, and the yearly Rent and Additional Rent shall be apportioned as of Landlord's repair obligation as above statedsuch date.

Casualty. In the event the Leased Premises shall be damaged of damage by fire or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant other casualty to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Site is damaged by fire or other casualty so that such damage to Premises or Site may reasonably be expected to substantially disrupt LICENSEE’S operations at the Premises for more than forty-five (45) days, then LICENSEE may at any time following such fire or other casualty, provided LICENSOR has not completed within 180 such forty-five (45) days from the date of such damagerestoration required to permit LICENSEE to resume its operation at the Premises, (b) terminate the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease applicable SLA by giving providing prior written notice to LICENSOR. Any such notice of termination shall cause such SLA to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of the applicable SLA, and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other party within thirty (30) days of under the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualtySLA. In the event of damage or destruction that does not result in termination of the Leased Premisesapplicable SLA, or any part thereofLICENSEE shall have the right to place a temporary antenna facility and related facilities on the Site during such repair and reconstruction to enable LICENSEE to continue operations without interruption, are destroyed or damaged subject to approval of LICENSEE’S plans by LICENSOR pursuant to Section 10 of this MLA. Notwithstanding the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises")foregoing, there all License Fees shall be an abatement of Base Rent due Landlord by Tenant for ▇▇▇▇▇ during the period of time commencing on such disruption to LICENSEE’S operations. Notwithstanding the date of foregoing, if the Premises at any Interim Site are damaged by fire or other casualty, LICENSOR shall not be obligated to repair the Premises and may instead terminate the SLA at no cost to LICENSEE for such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedInterim Site for convenience by providing written notice to LICENSEE.

Casualty. In case of damage to or destruction of the event the Leased Premises Premises, whether or not by a risk required to be covered by insurance as set forth in Paragraph 19 of this Lease, this Lease shall be damaged or destroyed during the Term, Landlord not terminate and Tenant shall promptly proceed to repair, restore, replacerebuild, replace or rebuild repair (hereinafter referred to as “Restore” or “Restoration”) the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were as existed immediately prior to such damage or destructiondestruction if, and Landlord thereafter shall diligently prosecute said work to completion without delay in the good faith estimate of a mutually acceptable architect or interruption. Notwithstanding the forgoingcontractor, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to Restoration can be substantially completed within 180 days from the date occurrence of such damage, (b) the damage or destruction. Such Restoration shall be commenced promptly and shall thereafter be prosecuted with due diligence. Notwithstanding the foregoing, however, in the case of damage to or destruction of the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) Restoration of which cannot be substantially completed within 180 days from the occurrence or if the damage or destruction occurs within during the last twelve (12) weeks months of the TermTerm that will render the Premises inaccessible or unusable for purposes of conducting Tenant’s business for a period of ninety (90) days or more, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party Tenant may elect to terminate this Lease by giving Landlord written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) election within thirty (30) days following the completion casualty, in which event Tenant shall have no obligation to Restore the Premises; provided, however, Tenant shall, at its cost, clear the Premises of debris and return the same to a safe and clean condition, and deliver any insurance proceeds (other than those for payable for damages to Tenant’s personal property or business interruption or Tenant’s costs to clear the Premises) to Landlord and/or Landlord's repair obligation as above stated’s mortgagee in accordance with Subparagraph 20(e) below. If Tenant elects to terminate this Lease in accordance with this paragraph, this Lease shall terminate thirty (30) days following the date Landlord receives Tenant’s written notice of such election (the "Termination Date”) upon the payment by Tenant of all rent and all other sums then due and payable under this Lease to and including the Termination Date. Said termination shall not release Tenant nor Landlord from the obligations and liabilities of either under this Lease, actual or contingent, which have accrued on or prior to the Termination Date.

Casualty. In (a) If the event the Leased Premises Improvements shall be damaged or totally destroyed during by fire or by extended coverage perils, they shall be repaired or restored according to the Termprovisions contained in this Section, Landlord at the cost and expense of Lessee. Lessor shall promptly proceed not be required to contribute in any way toward such repair, restoreand the Improvements involved shall be repaired to a condition which is comparable as nearly as possible to their condition just prior to the damage, replace, subject to applicable law at the time. (b) In the event of a partial or rebuild total destruction of the Leased Premises (excluding restoration of any alterations made by Tenant to Improvements on the Leased Premises, Lessee shall repair, restore or reconstruct the affected Improvements within one hundred eighty (180) days after the receipt by Lessee of fire insurance proceeds, subject to substantially the same force majeure, or within a reasonable additional extension period which may be required, to a condition in which the same were immediately comparable to their condition just prior to such damage or destruction, subject to applicable law at the time. Lessor shall promptly endorse any checks payable to Lessor in connection with such proceeds and Landlord thereafter shall diligently prosecute said work deliver the same to completion without delay Lessee or interruptionthe Insurance Trustee, as the case may be. Notwithstanding The proceeds of any such insurance shall be payable as follows: (i) to Lessee to the forgoingextent of proceeds not exceeding $_____________, which proceeds ▇▇▇▇▇▇ agrees shall be received in trust to pay the costs of restoration or shall be payable by Lessee, if it so elects, to its sublessee in trust to pay the damage cost of restoration. (ii) the entire proceeds, in the event the proceeds exceed $____________, to the Insurance Trustee. (c) Upon receipt by the Insurance Trustee of: (i) A certificate of Lessee (a "Repair Certificate'") dated not more than twenty (20) days prior to the date of such receipt (A) requesting the payment of a specified amount of such insurance monies; (B) describing in reasonable detail the work and materials applied to the restoration or replacement of the damaged or destroyed Improvements since the date of the last Repair Certificate of Lessee; (C) stating that such specified amount does not exceed the cost of such work and materials; and (D) stating that such work and materials have not previously been made the basis of any request for or any withdrawal of money; (ii) A certificate of an independent engineer or an independent architect designated by ▇▇▇▇▇▇, who in either case shall be duly licensed and shall be approved by Lessor (which approval shall not be unreasonably withheld, conditioned or delayed) stating (A) that the work and materials described in the accompanying certificate of Lessee were satisfactorily performed and furnished and were necessary, appropriate or desirable to the restoration or replacement of the damaged or destroyed Improvements, in accordance with the plans and specifications therefor; (B) that the amount specified in such Lessee's Repair Certificate is not in excess of the cost of such work and materials; and (C) the estimated additional amount, if any, required to complete the restoration or replacement of the damaged or destroyed Improvements; (iii) A written opinion of counsel, who may be counsel for Lessee, reasonably satisfactory to Lessor, dated not earlier than Lessee's Repair Certificate, or, at the option of Lessee, an endorsement of Lessor's title insurance policy or an updated title insurance policy from a title insurance Lessee acceptable to Lessor, to the effect that, as of the date thereof the Leased Premises is so substantial not subject to any mechanics' lien or other lien or encumbrance (other than the Leasehold Mortgage) caused by Lessee, its subcontractors, or their respective employees, contractors or agents; the Insurance Trustee shall pay to Lessee the amount requested; provided, however, that (a) the repair, balance of insurance monies deposited with the Insurance Trustee shall not be reduced below the amount specified in such certificate of the independent engineer or the independent architect as the amount required to complete the restoration or rehabilitation replacement of the damaged or destroyed Improvements. Each such payment shall be held by Lessee in trust and shall be used solely for the payment of the costs described in ▇▇▇▇▇▇'s Repair Certificate (or to reimburse Lessee for any portion of such damage cannot reasonably be expected to be substantially completed within 180 days costs which ▇▇▇▇▇▇ has advanced from its own funds). If there shall remain on deposit with the date Insurance Trustee any balance of insurance monies after any damaged or destroyed portions of the Improvements shall have been completely restored or replaced, as evidenced by a certificate of such damage, (b) the damage independent engineer or independent architect delivered to the Leased Premises is so Insurance Trustee, such balance of insurance monies shall be paid to Lessee, provided no Event of Default shall then exist hereunder. Concurrently with ▇▇▇▇▇▇'s delivery to the Insurance Trustee of each of the foregoing certificates and/or legal opinions, Lessee shall deliver duplicate copies thereof to Lessor. Notwithstanding anything to the contrary set forth in this subsection, the Insurance Trustee shall make no further payment of insurance proceeds to Lessee following receipt of a notice from Lessor that an Event of Default exists under this Agreement until and unless instructed by Lessor that such Event of Default has been cured. Lessor shall promptly endorse any checks payable to the order of Lessor in connection with such insurance proceeds and shall deliver the same to Lessee or to the Insurance Trustee, as the case may be. (d) Anything contained in this Section to the contrary notwithstanding, in the event that either (i) a total or substantial that destruction of the estimated repair costs exceed $100,000, (c) the damage occurs within Project shall occur at any time during the last twelve two (122) weeks years of the TermTerm of this Agreement, or (dii) at any time during the Building Term a total or substantial destruction occurs but, by reason of a change in law, the Lessee is damaged unable to build the extent Project as large as existed formerly and Lessee shall notify Lessor that Lessee's Board of fifty percent (50%) or more Directors has determined in good faith that the leasable area after reconstruction will not be sufficient to make the operation of the monetary value thereof and Landlord elects Project economically viable, Lessee may elect not to rebuild repair, restore or reconstruct the Building, then either party may elect to terminate this Lease Improvements by giving sending written notice of such election to the other party Lessor within thirty ninety (3090) days after the destruction shall have occurred. In the event that Lessee shall so elect not to repair, restore or reconstruct, the lease hereby created shall cease as of the date of said destruction, Lessee shall pay all Rent due as of the date of said destruction, and there shall be no further liability of either Party except for those obligations which expressly survive the expiration or termination of this Agreement. In such casualty. Furthermoreevent, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord shall be applied in connection with such casualty. the following order of priority: To payment of the Leasehold Mortgage; Remainder to Lessor. (e) In the event any restoration contemplated in this Section is required during the Leased Premisesterm of any sublease and the subcontractors thereunder is obligated therefor, or provided such subcontractors does not exercise any part thereofright to terminate its sublease on account of the casualty necessitating such restoration, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to provisions governing such casualty ("Untenantable Premises"), there under the applicable sublease shall be an abatement of Base Rent due Landlord by Tenant control provided that such sublease provisions provide for the period restoration of the subleased Premises to a condition comparable to their condition immediately preceding such casualty, subject to applicable law at the time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedrestoration.

Casualty. In Upon the event occurrence of any casualty loss, damage or destruction material to the Leased Premises operation of the Entravision Stations or the Sale Assets prior to the Closing, the Entravision Parties shall be promptly give the Univision Parties written notice setting forth in detail the extent of such loss, damage or destruction and the cause thereof if known. The Entravision Parties shall at their sole cost and expense (up to a maximum of $1,000,000) use commercially reasonable efforts to promptly commence and thereafter to diligently proceed to repair or replace any such lost, damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, property. If such repair or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant replacement is not fully completed prior to the Leased PremisesClosing Date, the Univision Parties may elect at their sole option to postpone the Closing until the Entravision Parties’ repairs have been fully completed (not to exceed ninety (90) days) or to substantially consummate the same condition Transactions on the Closing Date, in which event (1) the same were immediately prior to such damage or destruction, and Landlord thereafter Entravision Parties shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage assign to the Leased Premises is so substantial that (a) Univision Parties the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount portion of the insurance proceeds received (less all reasonable costs and expenses, including without limitation attorney’s fees, expenses and court costs incurred by Landlord in connection with the Entravision Parties to collect such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"amounts), there shall be an abatement if any, not previously expended by the Entravision Parties to repair or replace the damaged or destroyed property (such assignment of Base Rent due Landlord by Tenant for proceeds to take place regardless of whether the period of time commencing parties close on the date of such casualty scheduled or deferred Closing Date) and continuing until the earlier of (a2) the Univision Parties shall accept the damaged Sale Assets in their damaged condition provided that the Entravision Parties have satisfied their insurance obligations in Section 5.1(b) hereof. If the Entravision Parties are unable to complete the repairs within such ninety (90) day that Tenant re-occupies period, the Untenantable Premises, or (b) thirty (30) days following Univision Parties shall have the completion of Landlord's repair obligation as above statedoption to terminate this Agreement.

Casualty. In (a) If the event the Leased Premises or any portion thereof shall be damaged by fire or destroyed during the Termother casualty, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially rendering the same condition materially unfit for the operation of the business of Tenant, and if, in which the Landlord’s reasonable judgment, the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected repaired or restored within one hundred twenty (120) days from the date of commencement of such repair or restoration, or if Landlord shall not be obligated to be substantially completed within 180 days restore the Premises by reason of the terms of subsection (b) below and shall elect not to restore the same, then this Lease shall cease and terminate from the date of such damage, provided that, if any such restoration by Landlord shall not have been completed within such one hundred twenty (120) day period, then Landlord shall have such additional time as may be reasonably necessary to complete such restoration, provided that such additional time does not exceed one hundred twenty (120) days, and if so completed, this Lease shall not be terminated. If this Lease shall so terminate, Tenant shall pay Rent apportioned to the time of the damage (or such later date as Tenant may cease any use of the Premises) and shall immediately surrender the Premises to Landlord, without further liability or obligation of Tenant and Landlord hereunder, provided, however, that nothing contained herein shall release Tenant from any liability or obligation arising or incurred prior to the time of such damage or casualty and Tenant’s cessation of use of the Premises. (b) If Landlord shall have determined that any such damage can be repaired within a period of one hundred twenty (120) days from the date of commencement of such repair or restoration, or if this Lease shall not have been terminated as hereinabove provided, then in either such event, Landlord shall re-enter and repair said damage and the Rent shall be equitably abated for the period during which such repairs are being made, provided that Landlord shall not have any obligation to repair or replace any portion of the Premises other than the improvements originally erected or installed by Landlord at its expense and in place at the time of such fire or other casualty, Notwithstanding anything in this Lease to the Leased Premises is so substantial that contrary, Landlord shall not be obligated to make any restoration and Tenant shall not be obligated to accept any restoration and either party may instead terminate this Lease if(1) such casualty shall (A) occur during the estimated repair costs exceed $100,000last three (3) years of the then applicable Term, including any extended Term, (cexclusive of any unexercised options to extend the Term which may be provided in this Lease, unless, within ten (10) days after demand made by Landlord aftersuch casualty, Tenant shall elect to extend the damage occurs within Term to the last twelve extent permitted by the terms of this Lease, and as a result thereof there shall then be in excess of three (123) weeks years remaining in the Term) and (B) exceeds twenty (20%) of the Termusable space of the Building or otherwise prevents Tenant from conducting Tenant’s business at the Premises as Tenant had previously conducted its business, or (d2) the Building is damaged to the extent of fifty percent there may not be adequate insurance proceeds available for use by Landlord (50%) or more by reason of the monetary value thereof and Landlord elects not requirements of Landlord’s mortgage or otherwise) to rebuild pay in full the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date cost of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedrestoration.

Casualty. In the event of damage to, or total or partial destruction of, the Leased Premises by fire or other casualty (the “Casualty Damage”), the insurance proceeds, if any, that, as a result of the Casualty Damage, are payable under any fire or casualty insurance maintained by Tenant relating to the Premises shall be damaged or destroyed during payable to, and shall be the Termsole property of, Landlord, and, subject to the terms and conditions of this Section, Landlord shall promptly proceed to repair, restore, replace, or rebuild cause the Leased prompt and diligent repair and replacement of the Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to as soon as reasonably is possible so that they are in substantially the same condition as existed prior to the Casualty Damage. If substantial Casualty Damage occurs at any time during the Lease Term, a determination shall be made by a licensed architect reasonably acceptable to Landlord and Tenant within 30 days after such Casualty Damage, of whether Landlord will be able, within a period of six months after such Casualty Damage occurs, to repair and replace the Premises so that they are in which substantially the same were immediately condition as existed prior to the Casualty Damage. If the architect determines that Landlord will not be able, within a period of six months after such damage or destructionCasualty Damage occurs, to repair and replace the Premises so that they are in substantially the same condition as existed prior to the Casualty Damage, then Landlord, at its option, may terminate this Lease upon written notice to Tenant at least 30 days in advance, and Landlord thereafter all obligations hereunder, except those due or mature, shall diligently prosecute said work cease and terminate. If substantial Casualty Damage occurs during the last two years of the Lease Term, and provided that Tenant has not exercised an option for an extension Term, then Landlord, at its option, may terminate this Lease upon written notice to completion without delay Tenant at least 30 days in advance, and all obligations hereunder, except those due or interruptionmature, shall cease and terminate. Notwithstanding the forgoingRent shall not be abated or reduced during any repair or construction following any Casualty Damage. The term “substantially damaged” and “substantial damage” as used in this section, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial shall mean that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is Premises has been damaged to the extent that the cost of fifty percent (50%) or more such restoration of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days Premises will exceed a sum constituting 35% of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount total replacement cost of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.

Casualty. 22.1 In the event the Leased Premises shall or the Building are damaged by fire or other cause and in Landlord’s reasonable estimation such damage can be damaged or destroyed during the Termmaterially restored within one hundred eighty (180) days, Landlord shall promptly proceed forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to repair, restore, replace, or rebuild a proportionate abatement in rent from the Leased Premises (excluding restoration date of any alterations such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to the Leased Premisestime. Within forty-five (45) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (b180) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant, unless such loss is caused by the gross negligence or willful misconduct of Landlord or its agents. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Leased Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within sixty (60) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so substantial that delayed. 22.5 Notwithstanding anything to the estimated repair costs exceed $100,000contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, (c) reconstruct, or restore the damage occurs within Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) weeks months of the Term, Term or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value any extension thereof and but if Landlord elects determines not to rebuild repair such damages, Landlord shall notify (“Landlord’s Notice”) Tenant and Tenant shall have the Building, then either party may elect right to terminate this Lease by giving written delivering notice to Landlord of its intent to terminate; and (b) in the other party within thirty (30) days event the holder of any indebtedness secured by a mortgage or deed of trust covering the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, Premises or rebuild the Leased Premises exceed the amount Building requires that a material portion of the insurance proceeds received be applied to such indebtedness, then Landlord shall have the right to terminate this Lease (so long as Landlord terminates all other leases in the Building similarly affected by Landlord in connection with such casualty. In the event the Leased Premises) by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there whereupon this Lease shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing end on the date of such casualty damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and continuing until upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the earlier property belonging to Tenant or its licensees from such portion or all of (a) the day that Tenant re-occupies the Untenantable Premises, Building or (b) thirty (30) days following the completion of Landlord's repair obligation Premises as above statedLandlord shall request.

Casualty. 22.1 In the event that the Leased Premises shall be or the Building are damaged by fire or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition other cause and in which the same were immediately prior to Landlord’s reasonable estimation such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that can be materially restored within two hundred forty (a240) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damagefire or other cause, (b) Landlord shall, forthwith repair the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof same and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice shall remain in full force and effect, except that Tenant shall be entitled to the other party within thirty (30) days of a proportionate abatement in rent from the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty damage and continuing until the earlier of (a) sixty (60) days following the day date that Tenant re-occupies the Untenantable PremisesPremises or the Building (as the case may be) have been materially restored (subject, in any case, to the terms and provisions of Section 22.7 below), or (b) thirty the date upon which Tenant has taken occupancy of the Premises for the conduct of its business. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to time, except that if (30i) such casualty materially and adversely interferes with Tenant’s use of more than fifty percent (50%) of the Premises for the conduct of its business, (ii) such damage by fire other cause was not the result of Tenant’s negligence or willful misconduct, and (iii) Tenant, as a result of such interference, ceases using the entire Premises, then rent shall be abated entirely. Within forty-five (45) days following from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made (the “Target Restoration Date”). For purposes of this Lease, the Building or the Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within two hundred forty (240) days of the date of such fire or other cause, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any paneling, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant, including, without limitation, the Tenant Improvements. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within forty-five (45) days after the Target Restoration Date, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the Target Restoration Date, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant or reasons of Force Majeure, then the Target Restoration Date shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained in this Article, Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises or the Building and both Landlord and Tenant shall have the right to terminate this Lease when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the Term or any extension thereof. Additionally, in the event that the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or the Building requires that a substantial portion of the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. Landlord shall use reasonable efforts to require any such holder to make such determination as soon as is reasonably practicable and shall keep Tenant informed of such developments at reasonable intervals. 22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the property belonging to Tenant or its licensees from such portion or all of the Building or Premises as Landlord shall request. 22.7 In the event that the Premises or the Building are damaged by fire or other cause and Landlord has proceeded with the restoration of such damage pursuant to Section 22.1, Landlord shall permit Tenant, Tenant’s employees and Tenant’s contractors which have been reasonably approved by Landlord to enter the Premises within a reasonable time prior to the substantial completion of Landlord's repair ’s restoration work in order that Tenant may do any work that may be necessary to restore the Tenant Improvements in the Premises to make the Premises ready for Tenant’s occupancy. Such entry shall be subject to the condition that Tenant and Tenant’s contractors work in harmony and not interfere with Landlord, Landlord’s contractors and their agents and subcontractors in doing their work or with any other tenants and occupants of the Building. If at any time such entry shall cause or threaten to cause such disharmony or interference, Landlord, in its reasonable discretion, shall have the right to withdraw and cancel such license upon twenty-four (24) hours written notice to Tenant and any further prior entry shall be prohibited until Tenant shall have cured the source of any such disruption or disharmony. Tenant agrees that any entry into and any occupation of the Premises shall be deemed to be under all of the terms, covenants, conditions and provisions of the Lease (including, without limitation, Tenant’s compliance with the insurance requirements of Article 11 of this Lease), except Tenant shall have no obligation to pay the Monthly Installment of Rent or any form of additional rent until the date which is specified in subsections (a) and (b) in Section 22.1. In addition to any other conditions or limitations on such license to enter the Premises during such restoration period, Tenant expressly agrees that neither it nor any of Tenant’s contractors shall enter the Premises during such restoration period unless and until each of them shall furnish such assurances to Landlord, including but not limited to, insurance coverages, waivers of lien, surety company performance bonds and personal guaranties of individuals of substance, as above statedLandlord shall reasonably require to protect Landlord against any loss, casualty, liability, liens or claims.

Casualty. In (a) If the event the Leased Premises or any portion thereof shall be damaged by fire or destroyed during the Termother casualty, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially rendering the same condition materially unfit for the operation of the business of Tenant, and if, in which the Landlord’s reasonable judgment, the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected repaired or restored within one hundred twenty (120) days from the date of commencement of such repair or restoration, or if Landlord shall not be obligated to be substantially completed within 180 days restore the Premises by reason of the terms of subsection (b) below and shall elect not to restore the same, then this Lease shall cease and terminate from the date of such damage, provided that, if any such restoration by Landlord shall not have been completed within such one hundred twenty (120) day period, then Landlord shall have such additional time as may be reasonably necessary to complete such restoration, provided that such additional time does not exceed one hundred twenty (120) days, and if so completed, this Lease shall not be terminated. If this Lease shall so terminate, Tenant shall pay Rent apportioned to the time of the damage (or such later date as Tenant may cease any use of the Premises) and shall immediately surrender the Premises to Landlord, without further liability or obligation of Tenant and Landlord hereunder, provided, however, that nothing contained herein shall release Tenant from any liability or obligation arising or incurred prior to the time of such damage or casualty and Tenant’s cessation of use of the Premises. (b) If Landlord shall have determined that any such damage can be repaired within a period of one hundred twenty (120) days from the date of commencement of such repair or restoration, or if this Lease shall not have been terminated as hereinabove provided, then in either such event, Landlord shall re-enter and repair said damage and the Rent shall be equitably abated for the period during which such repairs are being made, provided that Landlord shall not have any obligation to repair or replace any portion of the Premises other than the improvements originally erected or installed by Landlord at its expense and in place at the time of such fire or other casualty. Notwithstanding anything in this Lease to the Leased Premises is so substantial that contrary, Landlord shall not be obligated to make any restoration and Tenant shall not be obligated to accept any restoration and either party may instead terminate this Lease if (1) such casualty shall (A) occur during the estimated repair costs exceed $100,000last three (3) years of the then applicable Term, including any extended Term, (cexclusive of any unexercised options to extend the Term which may be provided in this Lease, unless, within ten (10) days after demand made by Landlord after such casualty, Tenant shall elect to extend the damage occurs within Term to the last twelve extent permitted by the terms of this Lease, and as a result thereof there shall then be in excess of three (123) weeks years remaining in the Term) and (B) exceeds twenty (20%) of the Termusable space of the Building or otherwise prevents Tenant from conducting Tenant’s business at the Premises as Tenant had previously conducted its business, or (d2) the Building is damaged to the extent of fifty percent there may not be adequate insurance proceeds available for use by Landlord (50%) or more by reason of the monetary value thereof and Landlord elects not requirements of Landlord’s mortgage or otherwise) to rebuild pay in full the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date cost of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedrestoration.

Casualty. 22.1 In the event the Leased Premises shall or the Building are damaged by fire or other cause and in Landlord's reasonable estimation such damage can be damaged or destroyed during the Termmaterially restored within one hundred eighty (180) days, Landlord shall promptly proceed forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to repair, restore, replace, or rebuild a proportionate abatement in rent from the Leased Premises (excluding restoration date of any alterations such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to the Leased Premisestime. Within forty-five (45) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within one hundred eighty (b180) days, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Leased Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so substantial that delayed. 22.5 Notwithstanding anything to the estimated repair costs exceed $100,000contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, (c) reconstruct, or restore the damage occurs within Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) weeks months of the TermTerm or any extension thereof, or (d) the Building is damaged but if Landlord determines not to the extent of fifty percent (50%) or more repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the monetary value thereof and Landlord elects not to rebuild Premises untenantable Tenant shall have the Building, then either party may elect right to terminate this Lease by giving written notice to the other party Landlord within thirty fifteen (3015) days after receipt of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord notice; and (b) in connection with such casualty. In the event the Leased Premises, holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any part thereof, are destroyed or damaged to the extent the Leased Premises cannot insurance proceeds be occupied due applied to such casualty indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen ("Untenantable Premises")15) days after such requirement is made by any such holder, there whereupon this Lease shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing end on the date of such casualty damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant's responsibility to properly secure the Premises and continuing until upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the earlier property belonging to Tenant or its licensees from such portion or all of (a) the day that Tenant re-occupies the Untenantable Premises, Building or (b) thirty (30) days following the completion of Landlord's repair obligation Premises as above statedLandlord shall request.

Casualty. In the event the Leased Premises shall be damaged of damage by fire or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant other casualty to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Site is damaged by fire or other casualty so that such damage to Premises or Site may reasonably be expected to substantially disrupt LICENSEE’S operations at the Premises for more than forty-five (45) days, then LICENSEE may at any time following such fire or other casualty, provided LICENSOR has not completed within 180 such forty-five (45) days from the date of such damagerestoration required to permit LICENSEE to resume its operation at the Premises, (b) terminate the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease applicable SLA by giving providing prior written notice to LICENSOR. Any such notice of termination shall cause such SLA to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of the applicable SLA, and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other party within thirty (30) days of under the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualtySLA. In the event of damage or destruction that does not result in termination of the Leased Premisesapplicable SLA, or any part thereofLICENSEE shall have the right to place a temporary antenna facility and related facilities on the Site during such repair and reconstruction to enable LICENSEE to continue operations without interruption, are destroyed or damaged subject to approval of LICENSEE’S plans by LICENSOR pursuant to Section 10 of this MLA. Notwithstanding the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises")foregoing, there all License Fees shall be an abatement of Base Rent due Landlord by Tenant for a▇▇▇▇ during the period of time commencing on such disruption to LICENSEE’S operations. Notwithstanding the date of foregoing, if the Premises at any Interim Site are damaged by fire or other casualty, LICENSOR shall not be obligated to repair the Premises and may instead terminate the SLA at no cost to LICENSEE for such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedInterim Site for convenience by providing written notice to LICENSEE.

Casualty. In If the Building is damaged by fire or other casualty, and if the proceeds received from the insurance policies maintained by Landlord therefor are sufficient to pay for the necessary repairs, and the Building can be fully repaired within six (6) months after such casualty occurred, this Lease shall remain in effect and Landlord shall repair the damage within such six (6) month period, subject to delays beyond Landlord’s control. If the insurance proceeds received by Landlord are not sufficient to pay the entire cost of repair, or no proceeds are payable with respect to such casualty, or the Building cannot be fully repaired within six (6) months after the casualty occurred, Landlord may elect either to (i) terminate this Lease, provided Landlord shall so notify Tenant within thirty (30) days after occurrence of such casualty, or (ii) repair the damage as soon as reasonably possible, in which event this Lease shall remain in full force and effect; but if Landlord elects not to terminate this Lease, Tenant shall then have the Leased right to terminate this Lease if the Premises cannot be fully repaired within nine (9) months after such casualty occurred. Tenant’s notification, if any, shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises required within ten (excluding restoration of any alterations made by Tenant 10) days after Landlord’s notice. In addition to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoingforegoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage Building occurs within during the last twelve two (122) weeks years of the Lease Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days as of the date of such the damage occurred in any event. If this Lease is not terminated following a casualty. Furthermore, notwithstanding the foregoing, in no event rent shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on ▇▇▇▇▇ from the date of the occurrence in the proportion that the area of the portion of the Premises rendered unusable by such casualty and continuing bears to the entire area of the Premises. The abatement shall continue until the earlier portion of (a) the day Premises which ICM: 09/18/02 FORM: AmberJc2.meb Rev. 09/18/02 MTNT-Msty-Office G+TE – AJ Lease F:\wpdata\meb2\Leases\ValeritasLse3.doc 10/16/09 5:30p.m. 9 shall have been damaged shall be rebuilt or repaired. Tenant waives the protection of any law which grants a tenant the right to terminate a lease in the event of the substantial destruction of a leased property, and agrees that Tenant re-occupies the Untenantable provisions of this paragraph shall govern in the event of any substantial destruction of the Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.

Casualty. In If the event Premises or a substantial portion of the Leased Property is damaged in whole or in part by casualty, and if the Premises shall be damaged or destroyed during the Termare made untenantable as a result thereof, Landlord shall promptly proceed deliver to repairTenant, restorewithin sixty (60) days after such casualty, replace, or rebuild a good faith estimate of the Leased Premises time necessary to repair such damages (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition “Casualty Notice”). If in which the same were immediately prior to Landlord’s reasonable estimation such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage damages cannot reasonably be expected to be substantially completed repaired within 180 the shorter of two hundred seventy (270) days from the date of such damagecasualty, or within two-thirds (b2/3) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more then remaining Term as of the monetary value thereof and Landlord elects not to rebuild the Buildingdate of such casualty (“Estimated Restoration Period”), then either party may elect to terminate this Lease may be terminated by giving either Landlord or Tenant by delivering written notice to the other party within thirty (30) days after Tenant’s receipt of the date of Casualty Notice, in the event neither party timely terminates this Lease, or if in Landlord’s reasonable estimation such damages can be substantially repaired within the Estimated Restoration Period then, subject to Landlord’s rights below, this Lease shall remain in full force and effect, and Landlord shall proceed in good faith to repair and restore the Premises to a condition substantially similar to that condition which existed prior to such casualty. Furthermore, notwithstanding Landlord’s obligation with respect to repair and restoration shall be limited to the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount extent of the insurance proceeds actually received by Landlord in connection with such casualty and shall only extend to the repair of Landlord’s building and improvements, and shall not extend to Tenant’s fixtures, equipment, alterations, Telecommunications Equipment, or any interior finish constructed within the Premises by either Landlord or Tenant, regardless of the cause of such casualty. In the event the Leased repair and restoration of the Premises extends beyond the Estimated Restoration Period, this Lease shall remain in full force and effect and Landlord shall not be liable therefor, but Landlord shall continue to complete such repairs and restoration with all due diligence. Notwithstanding the aforesaid, if Landlord reasonably determines that repair of the Premises/Property is or will become uneconomical or that the insurance proceeds (after any required payments to any mortgagees of the Property) will be insufficient to complete all repairs and restoration, or any part thereofthen Landlord may terminate this Lease by giving written notice to Tenant. In the event this Lease is terminated, are destroyed or damaged the parties shall have no further obligations to the extent other, except for those obligations accrued through the Leased effective date of such termination, which obligations shall survive the Term. Upon termination of this Lease, Tenant shall immediately surrender possession of the Premises canto Landlord. Tenant shall not be occupied due required to such casualty ("Untenantable Premises")pay any Base Rent for any period in which the Premises are wholly untenantable; and, there in the event only a portion of the Premises are untenantable, Tenant’s Base Rent shall be an abatement equitably abated in proportion to that portion of Base Rent due Landlord by Tenant the Premises which are so unfit for the such period of time commencing on as the date Premises (or such portion) remains untenantable. There shall be no Rent abatement if the damages are due to the fault or negligence of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premisesor Tenant’s agents, employees, licensees, invitees or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedcontractors.

Casualty. In If the event Premises or the Leased Premises shall be Project is damaged or destroyed destroyed, in whole or in part, by fire or other casualty at any time during the TermTerm and if, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for the Authorized Use for which the Premises were leased to Tenant hereunder, and within sixty (60) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord thereafter shall diligently prosecute said work provides notice to completion without delay or interruption. Notwithstanding Tenant that the forgoingPremises, if the damage as improved to the Leased Premises is so substantial that (a) extent of the repairBuilding Standard improvements existing immediately prior to such destruction or casualty, restoration or rehabilitation of such damage cannot reasonably be expected repaired or rebuilt to be substantially completed the condition which existed immediately prior to such destruction or casualty within 180 two hundred seventy (270) days from following the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, destruction or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingcasualty, then either party Landlord or Tenant may elect to terminate this Lease by giving written notice to the other party within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of the date negligence or willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such casualtydamage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed for the Authorized Use and to substantially the same extent as Tenant used the Premises prior thereto. Furthermore, notwithstanding If this Lease is not terminated pursuant to the foregoing, in no event then upon receiving the available insurance proceeds, Landlord shall Landlord's obligation to repair, restore, replace, restore or rebuild replace the Leased Premises exceed the amount damaged or destroyed portions of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged as improved to the extent of the Leased Premises cannot be occupied due Building Standard improvements existing immediately prior to such casualty ("Untenantable Premises")destruction or casualty, there or Project; Tenant shall restore or replace the improvements to the Premises required to be an insured by Tenant hereunder; and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Base Rent due referred to above, if applicable,. Landlord by Tenant for shall restore or replace the period damaged or destroyed portions of time commencing the Premises or Project that Landlord is required to restore or replace hereunder within a reasonable time, subject to Force Majeure Events and the availability of insurance proceeds. If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) which is thirty (30) days following the completion date of Landlord's the notice of termination as if the Term hereof had been scheduled to expire on such date, and, except for obligations which are expressly stated herein to survive the expiration or earlier termination of this Lease, neither party shall have any liability to the other party as a result of such termination. Landlord shall not be obligated to repair any damage to Above Standard improvements or fixtures, Tenant’s inventory, trade fixtures or other personal property. If the Premises are damaged or destroyed by fire or other casualty caused by the recklessness or willful misconduct of Tenant, its employees, agents, contractors, or invitees, then any repair or restoration of the Premises by Landlord pursuant to the terms of this Section shall be at Tenant’s sole cost and expense, except to the extent that Landlord is able to receive payment as a result of the insurance that it carries pursuant to the terms of this Lease. Notwithstanding anything in this Section to the contrary, Landlord shall have no obligation as above statedto repair or restore the Premises or the Project on account of damage resulting from any casualty which occurs during the last twelve (12) months of the Term, or if the estimated cost of such repair or restoration would exceed fifty percent (50%) of the reasonable value of the Building prior to the casualty. The abatement of Rent, if applicable hereunder, and termination of this Lease by Tenant, if applicable hereunder, are the sole remedies available to Tenant in the event the Premises or the Project is damaged or destroyed, in whole or in part, by fire or other casualty. Notwithstanding the foregoing, Landlord may not terminate this Lease unless Landlord also terminates the leases of all other similarly situated tenants of the Building.

Casualty. In the event (a) If the Leased Premises shall be damaged are partially or totally destroyed during the Termdue to fire or other casualty, Landlord shall promptly proceed diligently repair the Improvements, and Rent shall ▇▇▇▇▇ proportionately to repairthe portion of the Leased Premises, restoreif any, replacerendered untenantable from the date of the casualty until Landlord’s repairs have been substantially completed. Tenant agrees that during any period of reconstruction or repair of the Leased Premises, or rebuild it will continue the operation of the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premisesextent reasonably practicable. (b) Notwithstanding anything to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoingcontrary contained herein, if the casualty damage to the Leased Premises is so substantial such that in the reasonable opinion of a reputable general contractor retained by Landlord (awhich Landlord shall provide to Tenant within forty-five (45) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from after the date of such damage, (b) the damage to or destruction), such reconstruction or repair cannot be completed within two hundred seventy (270) days after the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) date of the damage occurs within or destruction (the last twelve (12) weeks of the Term“Repair Period”), Landlord or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the BuildingTenant may, then either party may elect to at its option, terminate this Lease by giving written on notice to the other party within thirty (30) days after Landlord delivers to Tenant such general contractor’s opinion, and Tenant shall deliver vacant possession of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed in accordance with the amount terms of this Lease. (c) In addition, if this Lease is not terminated pursuant to the termination rights set forth above, and Landlord’s reconstruction or repair of the insurance proceeds received Premises is not completed within the Repair Period, then Tenant shall have the right to terminate this Lease by written notice to Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) delivered within thirty (30) days following after the completion expiration of Landlord's repair obligation as above statedthe Repair Period.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be damaged or destroyed limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above, if any. Rent shall proportionately ▇▇▇▇▇ during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild time that the Leased Premises (excluding restoration or part thereof are unusable because of any alterations made such damage, beginning on the date of the casualty. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or (b) destroyed by Tenant a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises) to substantially the same condition ; then, in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that case of a clause (a) casualty, either Landlord or Tenant may, or, in the repaircase of a clause (b) casualty, restoration or rehabilitation then Landlord may, upon thirty (30) days’ written notice to the other party, terminate this Lease as of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage casualty. Notwithstanding anything to the Leased Premises is so substantial that the estimated repair costs exceed $100,000contrary contained herein, (c) the if any such damage or destruction occurs within the last final twelve (12) weeks months of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the BuildingLease Term hereof, then either party may elect to may, in its sole discretion, terminate this Lease by giving written notice to the other party made within thirty (30) days of such damage or destruction. Tenant waives any right under applicable laws inconsistent with the date terms of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedthis paragraph.

Casualty. In (a) If the event the Leased Premises Improvements shall be damaged or totally destroyed during by fire or by extended coverage perils, they shall be repaired or restored according to the Termprovisions contained in this Section, Landlord at the cost and expense of Lessee. Lessor shall promptly proceed not be required to contribute in any way toward such repair, restoreand the Improvements involved shall be repaired to a condition which is comparable as nearly as possible to their condition just prior to the damage, replace, subject to applicable law at the time. (b) In the event of a partial or rebuild total destruction of the Leased Premises (excluding restoration of any alterations made by Tenant to Improvements on the Leased Premises, Lessee shall repair, restore or reconstruct the affected Improvements within one hundred eighty (180) days after the receipt by Lessee of fire insurance proceeds, subject to substantially the same force majeure, or within a reasonable additional extension period which may be required, to a condition in which the same were immediately comparable to their condition just prior to such damage or destruction, subject to applicable law at the time. Lessor shall promptly endorse any checks payable to Lessor in connection with such proceeds and Landlord thereafter shall diligently prosecute said work deliver the same to completion without delay Lessee or interruptionthe Insurance Trustee, as the case may be. Notwithstanding The proceeds of any such insurance shall be payable as follows: (i) to Lessee to the forgoingextent of proceeds not exceeding $_____________, which proceeds ▇▇▇▇▇▇ agrees shall be received in trust to pay the costs of restoration or shall be payable by Lessee, if it so elects, to its sublessee in trust to pay the damage cost of restoration. (ii) the entire proceeds, in the event the proceeds exceed $____________, to the Insurance Trustee. (c) Upon receipt by the Insurance Trustee of: (i) A certificate of Lessee (a "Repair Certificate'") dated not more than twenty (20) days prior to the date of such receipt (A) requesting the payment of a specified amount of such insurance monies; (B) describing in reasonable detail the work and materials applied to the restoration or replacement of the damaged or destroyed Improvements since the date of the last Repair Certificate of Lessee; (C) stating that such specified amount does not exceed the cost of such work and materials; and (D) stating that such work and materials have not previously been made the basis of any request for or any withdrawal of money; (ii) A certificate of an independent engineer or an independent architect designated by ▇▇▇▇▇▇, who in either case shall be duly licensed and shall be approved by Lessor (which approval shall not be unreasonably withheld, conditioned or delayed) stating (A) that the work and materials described in the accompanying certificate of Lessee were satisfactorily performed and furnished and were necessary, appropriate or desirable to the restoration or replacement of the damaged or destroyed Improvements, in accordance with the plans and specifications therefor; (B) that the amount specified in such Lessee's Repair Certificate is not in excess of the cost of such work and materials; and (C) the estimated additional amount, if any, required to complete the restoration or replacement of the damaged or destroyed Improvements; (iii) A written opinion of counsel, who may be counsel for Lessee, reasonably satisfactory to Lessor, dated not earlier than Lessee's Repair Certificate, or, at the option of Lessee, an endorsement of Lessor's title insurance policy or an updated title insurance policy from a title insurance Lessee acceptable to Lessor, to the effect that, as of the date thereof the Leased Premises is so substantial not subject to any mechanics' lien or other lien or encumbrance (other than the Leasehold Mortgage) caused by Lessee, its subcontractors, or their respective employees, contractors or agents; the Insurance Trustee shall pay to Lessee the amount requested; provided, however, that (a) the repair, balance of insurance monies deposited with the Insurance Trustee shall not be reduced below the amount specified in such certificate of the independent engineer or the independent architect as the amount required to complete the restoration or rehabilitation replacement of the damaged or destroyed Improvements. Each such payment shall be held by Lessee in trust and shall be used solely for the payment of the costs described in ▇▇▇▇▇▇'s Repair Certificate (or to reimburse Lessee for any portion of such damage cannot reasonably be expected to be substantially completed within 180 days costs which ▇▇▇▇▇▇ has advanced from its own funds). If there shall remain on deposit with the date Insurance Trustee any balance of insurance monies after any damaged or destroyed portions of the Improvements shall have been completely restored or replaced, as evidenced by a certificate of such damage, (b) the damage independent engineer or independent architect delivered to the Leased Premises is so Insurance Trustee, such balance of insurance monies shall be paid to Lessee, provided no Event of Default shall then exist hereunder. Concurrently with ▇▇▇▇▇▇'s delivery to the Insurance Trustee of each of the foregoing certificates and/or legal opinions, Lessee shall deliver duplicate copies thereof to Lessor. Notwithstanding anything to the contrary set forth in this subsection, the Insurance Trustee shall make no further payment of insurance proceeds to Lessee following receipt of a notice from Lessor that an Event of Default exists under this Agreement until and unless instructed by Lessor that such Event of Default has been cured. Lessor shall promptly endorse any checks payable to the order of Lessor in connection with such insurance proceeds and shall deliver the same to Lessee or to the Insurance Trustee, as the case may be. (d) Anything contained in this Section to the contrary notwithstanding, in the event that either (i) a total or substantial that destruction of the estimated repair costs exceed $100,000, (c) the damage occurs within Project shall occur at any time during the last twelve two (122) weeks years of the TermTerm of this Agreement, or (dii) at any time during the Building Term a total or substantial destruction occurs but, by reason of a change in law, the Lessee is damaged unable to build the extent Project as large as existed formerly and Lessee shall notify Lessor that Lessee's Board of fifty percent (50%) or more Directors has determined in good faith that the leasable area after reconstruction will not be sufficient to make the operation of the monetary value thereof and Landlord elects Project economically viable, Lessee may elect not to rebuild repair, restore or reconstruct the Building, then either party may elect to terminate this Lease Improvements by giving sending written notice of such election to the other party Lessor within thirty ninety (3090) days after the destruction shall have occurred. In the event that Lessee shall so elect not to repair, restore or reconstruct, the lease hereby created shall cease as of the date of said destruction, Lessee shall pay all Rent due as of the date of said destruction, and there shall be no further liability of either Party except for those obligations which expressly survive the expiration or termination of this Agreement. In such casualty. Furthermoreevent, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord shall be applied in connection with such casualtythe following order of priority: To payment of the Leasehold Mortgage; Remainder to Lessor. In the event any restoration contemplated in this Section is required during the Leased Premisesterm of any sublease and the subcontractors thereunder is obligated therefor, or provided such subcontractors does not exercise any part thereofright to terminate its sublease on account of the casualty necessitating such restoration, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to provisions governing such casualty ("Untenantable Premises"), there under the applicable sublease shall be an abatement of Base Rent due Landlord by Tenant control provided that such sublease provisions provide for the period restoration of the subleased Premises to a condition comparable to their condition immediately preceding such casualty, subject to applicable law at the time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedrestoration.

Casualty. In Tenant shall give immediate written notice to Landlord of any damage caused to the event Premises by fire or other casualty. If the Leased Premises is damaged by a fire, explosion, or other casualty (an "Occurrence"), the damage shall promptly be repaired by Landlord subject to this Section, and only to the extent as is necessary to place the Premises in the same condition as when possession was initially delivered to Tenant, and to the extent of insurance proceeds made available to Landlord specifically for such repair. Should insurance proceeds made available to Landlord specifically for such repair be insufficient for such repair, and Landlord elects not to rebuild or restore the Premises, Landlord shall so advise Tenant in writing within forty-five (45) days after the Occurrence, and Tenant may, at its option, and within thirty (30) days after its being advised of Landlord's decision not to rebuild or restore, provide Landlord with at least forty-five (45) days prior written notice of its election to terminate this Lease. If such damage occurs and (i) Landlord is not required to repair as provided above, or (ii) the Premises shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty seventy-five percent (5075%) LEASE AGREEMENT PAGE 8 9 or more of the cost of replacement, Landlord may repair or rebuild the Premises or the building, or terminate this Lease upon notice of such election in writing to Tenant within forty-five (45) days after the Occurrence. If the Occurrence renders forty percent (40%) or less of the Premises untenantable and Tenant does not utilize the portion rendered untenantable, a proportionate abatement of the Rent and Additional Rent shall be allowed from the Occurrence date until the date Landlord completes its work, said proportion to be computed on the basis of the relation which the gross square footage of the untenantable space bears to the floor area of the Premises (but not including any portion of the Premises outside of the building improvements). If more than forty percent (40%) of the Premises is rendered untenantable, and Tenant does not utilize the entire Premises for any purpose, then until Landlord restores it to the condition it was in on the Commencement Date, Rent and Additional Rent shall abat▇. ▇▇ any Occurrence precludes twenty-five percent (25%) or more of the monetary value thereof Premises' use by Tenant and Landlord elects not to rebuild less than twelve (12) months remain on the Buildingthen current term, then either party may elect to terminate this Lease by giving written notice to notwithstanding any of the other party provisions of this Section, Landlord shall have no obligation to repair or rebuild unless Tenant, within thirty (30) days of the date Occurrence, irrevocably exercises its next option, if any, to extend this Lease. If no such option exists and less than twelve (12) months remain in the term, Landlord shall have no obligation to restore or rebuild. If Landlord shall fail to commence to repair or restore the Premises in the manner specified in this Article within forty-five (45) days after the Occurrence, and proceed to complete such repairs and restoration with reasonable due diligence, subject to any delays enumerated in Article XV.C. hereof, and subject to the provisions of such casualty. FurthermoreArticle XI.E., notwithstanding the foregoingthen, in such event, Tenant may give Landlord ten (10) days prior written notice of its election either to (i) terminate this Lease, or (ii) rebuild the Premises itself on behalf of Landlord. If the Tenant shall so rebuild the Premises, then Tenant shall have the right to the insurance proceeds payable with respect to the Occurrence. Notwithstanding anything to the contrary contained in this Lease, under no event circumstances whatsoever shall Landlord's obligation to repairrebuild, restore, replace, or rebuild repair the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged made available to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.

Casualty. In the event the Leased Premises Tenant immediately shall be damaged or destroyed during the Term, give written notice to Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is Premises, the Building, Project, or the Land. If the Premises, Building, Project, or the Land are totally destroyed by an insured peril, or so substantial that (a) the repairdamaged by an insured peril that, restoration in Landlord’s estimation, rebuilding or rehabilitation of such damage repairs cannot reasonably be expected to be substantially completed (exclusive of leasehold improvements Tenant makes) within 180 two hundred ten (210) days from after the date of Landlord’s actual knowledge of the damage, then Landlord may terminate this Lease by delivering to Tenant written notice of termination within thirty (30) days after the damage. If the Premises, Building, Project, or the Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of Landlord’s actual knowledge of the damage, then Landlord may, at its expense, relocate Tenant to space reasonably comparable to the Premises, provided that Landlord notifies Tenant of its intention to do so in a written notice delivered to Tenant within thirty (30) days after the damage. Such relocation may be for a portion of the remaining Term or the entire Term. Landlord shall complete any such relocation within ninety (90) days after Landlord has delivered such written notice to Tenant. If the Premises, Building, Project, or the Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of Landlord’s actual knowledge of the damage, and if Landlord does not elect to relocate Tenant following such damage to the Premises or the Building, and a Tenant Party did not cause such damage, then Tenant may terminate this Lease by delivering to Landlord written notice of termination within (b15) days following the damage to date on which Landlord notifies Tenant in writing of the Leased Premises is so substantial estimated time for the restoration. If Landlord estimates that the estimated repair costs exceed $100,000, Premises will remain untenantable for in excess of two hundred ten (c210) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingdays, then either party Tenant may elect to terminate this Lease by giving written notice delivered to the other party Landlord within thirty (30) days following Landlord’s delivery to Tenant of the estimated duration that the Premises will remain untenantable. If Landlord estimated the duration that the Premises would remain untenantable at two hundred ten (210) days or less, and following two hundred ten (210) days’ from the date of casualty the Premises remains untenantable, then Tenant may thereafter terminate this Lease upon ten (10) business days’ prior written notice to Landlord (and such casualtytermination shall be effective unless Landlord delivers the Premises in the required condition within said ten (10) business day period). Furthermore, notwithstanding If Landlord estimated the foregoing, in no event shall Landlord's obligation duration that the Premises would remain untenantable at more than two hundred ten (210) days (but neither party elected to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"terminate this Lease), there shall be an abatement of Base Rent due Landlord by Tenant and the Premises remains untenantable for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) more than thirty (30) days following the estimated completion date (subject to extension for force majeure and delays caused by Tenant), then Tenant may thereafter terminate this Lease upon ten (10) business days’ prior written notice to Landlord (and such termination shall be effective unless Landlord delivers the Premises in the required condition within said ten (10) business day period). If there is a casualty during the last twelve (12) months of the Term, and if due to such casualty Landlord estimates that the Premises shall remain untenantable for in excess of thirty (30) days, then Tenant may elect to terminate this Lease by written notice delivered to Landlord within ten (10) business days following Landlord's repair obligation as above stated’s delivery to Tenant of the estimated duration that the Premises will remain untenantable.

Casualty. 22.1. In the event the Leased Premises shall or the Building are damaged by fire or other cause and in Landlord’s reasonable estimation such damage can be damaged or destroyed during the Termmaterially restored within one hundred eighty (180) days, Landlord shall promptly proceed forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to repair, restore, replace, or rebuild a proportionate abatement in rent from the Leased Premises (excluding restoration date of any alterations such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to the Leased Premisestime. Within forty-five (45) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in substantially the same condition as immediately before such damage. 22.2. If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (b180) days, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3. Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Leased Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4. In the event that Landlord should fail to complete such repairs and material restoration within thirty (30) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord (each, a “Force Majeure Event”), the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so substantial that delayed. 22.5. Notwithstanding anything to the estimated repair costs exceed $100,000contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, (c) reconstruct, or restore the damage occurs within Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) weeks months of the TermTerm or any extension thereof, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and but if Landlord elects determines not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party repair such damages Landlord shall notify Tenant within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event damage and if such damages shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount render any material portion of the insurance proceeds received Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in connection with such casualty. In the event the Leased Premises, holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any part thereof, are destroyed or damaged to the extent the Leased Premises cannot insurance proceeds be occupied due applied to such casualty indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen ("Untenantable Premises")15) days after such requirement is made by any such holder, there whereupon this Lease shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing end on the date of such casualty damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6. In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility upon notice from Landlord to remove forthwith, at its sole cost and continuing until expense, such portion of all of the earlier property belonging to Tenant or its licensees from such portion or all of (a) the day that Tenant re-occupies the Untenantable Premises, Building or (b) thirty (30) days following the completion of Landlord's repair obligation Premises as above statedLandlord shall request.

Casualty. In If the event Premises or the Leased Premises shall be Project is damaged or destroyed destroyed, in whole or in part, by fire or other casualty at any time during the TermTerm and if, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for the Authorized Use for which the Premises were leased to Tenant hereunder, and within sixty (60) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord thereafter shall diligently prosecute said work provides notice to completion without delay or interruption. Notwithstanding Tenant that the forgoingPremises, if the damage as improved to the Leased Premises is so substantial that (a) extent of the repairBuilding Standard improvements existing immediately prior to such destruction or casualty, restoration or rehabilitation of such damage cannot reasonably be expected repaired or rebuilt to be substantially completed the condition which existed immediately prior to such destruction or casualty within 180 two hundred forty (240) days from following the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, destruction or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingcasualty, then either party Landlord or Tenant may elect to terminate this Lease by giving written notice to the other party within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of the date negligence or willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such casualtydamage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed for the Authorized Use and to substantially the same extent as Tenant used the Premises prior thereto. Furthermore, notwithstanding If this Lease is not terminated pursuant to the foregoing, in no event then upon receiving the available insurance proceeds, Landlord shall Landlord's obligation to repair, restore, replace, restore or rebuild replace the Leased Premises exceed the amount damaged or destroyed portions of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged as improved to the extent of the Leased Premises cannot be occupied due Building Standard improvements existing immediately prior to such casualty ("Untenantable Premises")destruction or casualty, there or Project; Tenant shall restore or replace the improvements to the Premises required to be insured by Tenant hereunder; and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable, and except that the Term shall be an abatement extended by a length of Base Rent due Landlord by Tenant for time equal to the period of time commencing beginning on the date of such casualty damage or destruction and continuing until ending upon completion of such restoration or replacement. Landlord shall restore or replace the earlier damaged or destroyed portions of (a) the day Premises or Project that Tenant re-occupies Landlord is required to restore or replace hereunder within a reasonable time, subject to Force Majeure Events and the Untenantable Premisesavailability of insurance proceeds. If either party elects to terminate this Lease as provided in this Section, or (b) this Lease shall terminate on the date which is thirty (30) days following the completion date of Landlord's the notice of termination as if the Term hereof had been scheduled to expire on such date, and, except for obligations which are expressly stated herein to survive the expiration or earlier termination of this Lease, neither party shall have any liability to the other party as a result of such termination. Landlord shall not be obligated to repair any damage to Above Standard improvements or fixtures, Tenant’s inventory, trade fixtures or other personal property. If the Premises or any portion of the Project are damaged or destroyed by fire or other casualty caused by the negligence or willful misconduct of Tenant, its employees, agents, contractors, or invitees, then any repair or restoration of the Premises by Landlord pursuant to the terms of this Section shall be at Tenant’s sole cost and expense. Notwithstanding anything in this Section to the contrary, Landlord shall have no obligation as above statedto repair or restore the Premises or the Project on account of damage resulting from any casualty which occurs during the last twelve (12) months of the Term, or if the estimated cost of such repair or restoration would exceed fifty percent (50%) of the reasonable value of the Building prior to the casualty. The abatement of Rent, if applicable hereunder, and termination of this Lease by Tenant, if applicable hereunder, are the sole remedies available to Tenant in the event the Premises or the Project is damaged or destroyed, in whole or in part, by fire or other casualty.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees to promptly restore and repair the Leased Premises; provided, however, Landlord's obligation hereunder shall be damaged or destroyed limited to the reconstruction of such of the tenant finish improvements as were originally required to be made by Landlord, if any. Rent shall proportionately abate during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild time that the Leased Premises (excluding restoration or part thereof are unusab▇▇ ▇▇cause of any alterations made such damage. Notwithstanding the foregoing, if the Leased Premises are (i) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or (ii) destroyed by Tenant a casualty which is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (i) to substantially casualty, either Landlord or Tenant may, or, in the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that case of a clause (aii) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingcasualty, then either party may elect to terminate this Lease by giving Landlord may, upon thirty (30) days' written notice to the other party party, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph and in the event of a destruction agrees to accept any offer by Landlord to provide Tenant with comparable space within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, project in no event shall Landlord's obligation to repair, restore, replace, or rebuild which the Leased Premises exceed are located on the amount same terms as this Lease. Notwithstanding the provisions of this paragraph, if any such damage or destruction occurs within the final two (2) years of the insurance proceeds received by Landlord term hereof, then Landlord, in connection with such casualty. In the event the Leased Premisesits sole discretion, or any part thereofmay, are destroyed or damaged without regard to the extent the Leased Premises cannot be occupied due aforesaid 180-day period, terminate this Lease by written notice to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedTenant.

Casualty. In (a) If the event the Leased Premises shall be damaged by fire or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if other casualty so that the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot can reasonably be expected to be substantially completed repaired by Landlord within 180 days from the date of the damage (90 days for any casualty during the last year of the Term), then the damage shall be diligently repaired by and at the expense of Landlord within such 180 (or 90, as the case may be)-day period, and the Rent from the date of such damage until such repairs shall be made shall be apportioned according to the part of the Premises which is, in the reasonable business judgment of Tenant, suitable and/or accessible for its regular business operations within the Premises. Notwithstanding the foregoing, if Landlord fails to complete repairs required to be performed under this Article 15(a) within 270 days (or 90 days, in the last year of the Term) from the date of damage, Tenant shall have the right to give Landlord a notice in writing of intention to terminate this Lease, and thereupon the Term shall expire as of the date of such damage, effective the date of such notice. (b) If the Premises is damaged by fire or other casualty so that the damage to cannot reasonably be repaired by Landlord within 180 days of the Leased Premises is so substantial that date of the damage (as determined by an independent architect or contractor reasonably selected by Landlord in such architect or contractor’s reasonable discretion), then in any of such events Landlord or Tenant may, within 30 days after such casualty (or in Tenant’s case not later than thirty days after receipt of the estimated repair costs exceed $100,000restoration time from Landlord), (c) give the damage occurs other party a notice in writing of intention to terminate this Lease, and thereupon the Term shall expire, effective the date of the casualty, and Tenant shall vacate the Premises and surrender the same to Landlord within 30 days after the date of the termination notice, provided that for any casualty during the last twelve (12) weeks year of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord restoration period shall be 90 days, rather than 180 days. If neither party elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice Lease, the provisions of Article 15(a) shall govern, except that Landlord shall be required to diligently repair the other party relevant damage at the expense of Landlord within thirty (30) 270 days of the date of such casualty. Furthermoredamage. (c) Landlord shall not be liable for any damage to, notwithstanding the foregoing, in no event shall Landlord's obligation or be required (under any provision of this Lease or otherwise) to repair, restore, restore or replace, any property in the Premises, nor be liable to Tenant for damage arising from rain or rebuild snow or from the Leased Premises exceed bursting, overflowing or leakage of water, steam or gas pipes or defect in the amount plumbing, HVAC, mechanical or electrical systems of the insurance proceeds received by Landlord Premises unless and to the extent arising out of or in connection with such casualty. In from the event the Leased Premisesnegligence or willful misconduct of Landlord or its agents, employees or any part thereof, are destroyed contractors or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing failure on the date part of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedLandlord to perform its obligations under this Lease.

Casualty. In (a) If any of the event the Leased Premises shall be Refining Logistics Assets are damaged or destroyed by fire, flood, storm, or other casualty loss (each such event, a “Casualty Loss”) at any time during the Termperiod that commenced on October 1, Landlord shall promptly proceed 2017 and ends on the Closing Date, and the sum of (x) the cost of restoring, repairing or replacing such damaged or destroyed Refining Logistics Assets to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant a condition reasonably comparable to the Leased Premises) to substantially the same prior condition in which the same were of such Refining Logistics Assets immediately prior to such damage or destructionCasualty Loss (“Prior Condition”), plus (y) the amount of any lost profits, in each case, to the extent such costs and Landlord thereafter shall diligently prosecute said work lost profits are reasonably expected to completion without delay or interruption. Notwithstanding accrue after the forgoingClosing as a result of such Casualty Loss (net of and after giving effect to any insurance proceeds actually received by the Refining Logistics Entities for such restoration and lost profits) (such costs and lost profits with respect to any Refining Logistics Assets as determined by mutual agreement of MPCI and MPLX or, if such mutual agreement is not reached within ten (10) business days after such Casualty Loss, by an independent qualified firm reasonably acceptable to each of MPCI and MPLX, the damage amount so determined by mutual agreement or by such independent firm, as applicable, the “Restoration Cost”) is greater than $41MM, MPCI may elect to: (i) reduce the amount of the Total Value by the estimated Restoration Cost; or (ii) restore, repair or replace the Refining Logistics Assets relating to such Casualty Loss to a condition reasonably comparable to their Prior Condition, in each case by written notice to MPLX. (b) If MPCI elects to reduce the Leased Premises is so substantial that Total Value pursuant to Section 11.8(a)(i) above, such Casualty Loss shall not affect the Closing and each of the Logistics Cash Consideration, Holdings Cash Consideration and MPLX GP Cash Consideration shall be reduced by a pro rata amount of such Restoration Cost. (ac) If MPCI elects to restore, repair or replace the damaged Refining Logistics Assets pursuant to Section 11.8(a)(ii) above, MPCI will complete or cause the repair, replacement or restoration or rehabilitation of such damage cannot reasonably be expected the damaged Refining Logistics Assets to be substantially completed within 180 days from the date of such damagecompleted, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000using good faith diligent efforts, (c) the damage occurs within the last twelve (12) weeks of the Term, or consistent with Prudent Industry Practice. (d) If the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, aggregate Restoration Cost exceeds $820MM then either party may elect to terminate this Lease MPCI or MPLX may, by giving written notice to the other party within thirty Party terminate this Agreement pursuant to Section 14.1(b). (30e) days of If the date of such casualty. FurthermoreRestoration Cost is equal to or less than $41MM, notwithstanding then (i) neither MPCI nor MPLX shall have the foregoingright or option to terminate this Agreement pursuant to Section 14.1(b) and (ii) subject to MPLX’s rights under Article IV, there shall be no reduction in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualtyTotal Value. In the event of a Casualty Loss, MPCI shall, and shall cause its Affiliates to, use their Commercially Reasonable Efforts to collect amounts due (if any) under the Leased Premises, Insurance Policies in respect of any such Casualty Loss and shall cause any such insurance proceeds to be contributed or any part thereof, are destroyed or damaged assigned to the extent applicable Refining Logistics Entity that has suffered such Casualty Loss (provided that if the Leased Premises cannot be occupied Total Value is reduced due to such casualty Casualty Loss, and such Total Value reduction does not take into account such insurance proceeds, then any such insurance proceeds that are received by the Refining Logistics Entities following the Closing shall be promptly remitted to MPCI). ("Untenantable Premises"f) To assist MPLX in its evaluation of any and all Casualty Losses (including Restoration Costs), there MPCI shall, and shall be an abatement cause its Affiliates to, provide MPLX such access to the Refining Logistics Assets that are the subject of Base Rent due Landlord by Tenant for the period of time commencing on the date of a Casualty Loss and such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation information as above statedMPLX may reasonably request in connection therewith.

Casualty. In (a) Tenant shall give immediate notice to Landlord in case of fire or other casualty in the Premises. If (a) so much of the Building is damaged or rendered untenantable (whether or not the Premises or a portion thereof shall be damaged) by fire or other cause that Landlord shall reasonably determine not to restore the same or to demolish the remainder thereof; or (b) if the Premises shall suffer damage or be rendered untenantable by fire or other casualty and Landlord shall determine (i) that such portion of the Premises cannot be reasonably expected to be restored or rendered tenantable under a normal working schedule within a period of eighteen (18) months after the occurrence of such damage or destruction or (ii) that each Superior Lessor and Superior Mortgagee will not permit Landlord to apply the net proceeds of Landlord's insurance to the restoration of the Building or the Premises, then and in any such event Landlord shall have the Leased right to terminate this Lease by notice to Tenant given within ninety (90) days of the occurrence of such fire or other casualty. If either (y) the Premises shall be totally or substantially damaged or destroyed during rendered wholly or substantially untenantable (whether or not any other portions of the TermBuilding shall be damaged) or (z) the Building shall be substantially damaged, so that Tenant's access to and use and enjoyment of the Premises shall be rendered substantially impossible, whether or not the Premises shall be damaged, and in case of either (y) or (z) Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially reasonably determines that the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed restored or rendered tenantable under a normal working schedule within 180 days from the date a period of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks months after the occurrence of the Term, such damage or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingdestruction, then either party may elect to terminate this Lease by giving written notice to the other party Landlord shall promptly notify Tenant of such fact, and within thirty (30) days thereafter either Landlord or Tenant may terminate this Lease by notice to the other party. If during the last year of the Term the Building or the Premises shall be damaged by fire or casualty, and if such fire or casualty damage, whether to the Premises or the Building, cannot reasonably be expected to be repaired or restored within one hundred eighty (180) days from the time that repair or restoration work would commence or prior to the Expiration Date, whichever first occurs, then Landlord shall promptly notify Tenant of such fact, and Landlord or Tenant shall have the right, by giving notice to the other not later than thirty (30) days thereafter, to terminate this Lease. If either Landlord or Tenant shall give notice of termination pursuant to this Section 7.05, the Term shall expire by lapse of time upon the date which is thirty (30) days after such notice is given and Tenant shall vacate the Premises and surrender the same to Landlord. Upon the termination of this Lease under the conditions provided for in this Section 7.05, Tenant's liability for rent shall cease as of the date of such termination, subject, however, to abatement thereof between the date of such casualty and the date of such termination pursuant to Section 7.05(b) below. Tenant hereby expressly waives the provisions of Section 227 of the Real Property Law or any like law which may hereafter be enacted and agrees that the foregoing provisions of this Article shall govern and control in lieu thereof, this Article being an express agreement governing any case of damage or destruction of the Premises by fire or other casualty. (b) If the Building or any portion thereof is damaged by fire or other casualty and this Lease is not terminated pursuant to Section 7.05(a), Landlord, promptly after such damage and the determination of the net amount of insurance proceeds available, shall use due diligence to restore the Premises and the Building as nearly as possible to their condition prior to such fire or other casualty. Furthermore, notwithstanding Notwithstanding the foregoing, Landlord shall not be obligated to expend for such repairs and restoration any amount in excess of the net insurance proceeds made available to Landlord after deduction therefrom of Landlord's expenses in obtaining such proceeds and any amounts applied by any Superior Lessor or Superior Mortgagee to obligations other than restoration of the Building. In no event shall Landlord be obligated to repair or restore any Tenant's work, any Alterations, Tenant's Property or Tenant’s Improvements and Betterments. Where Landlord is obligated or otherwise elects to effect restoration of the Premises, unless such restoration is completed within twelve (12) months from the date of the casualty (such period to be subject, however, to extension where the delay in completion of such work is due to causes beyond Landlord's reasonable control (but in no event shall Landlord's obligation to repair, restore, replace, or rebuild beyond eighteen (18) months from the Leased Premises exceed the amount date of the insurance proceeds received casualty)), Tenant shall have the right to terminate this Lease at any time after the expiration of such 12-month period (as may be extended) but prior to the time that the restoration is substantially completed, such termination to take effect as of the thirtieth (30th) day after such notice is given, with the same force and effect as if such date were the date originally established as the Expiration Date hereof unless, within such thirty (30) day period such restoration is substantially completed, in which case Tenant's notice of termination shall be of no force and effect and this Lease and the Term shall continue in full force and effect. (c) Until this Lease is terminated pursuant to Section 7.05(a) or the restoration work has been completed pursuant to Section 7.05(b), the Fixed Rent and Tenant's Tax Payment shall be apportioned or adjusted according to the part of the Premises which is usable by Tenant. No damages, compensation or claims shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises or of the Building. If rent abates in connection with respect of all or any portion of the Premises and Tenant reoccupies the Premises or such casualty. In the event the Leased Premisesportion, thereof, or any part thereof, are destroyed for the conduct of Tenant's business operations during the period in which restoration work is taking place and prior to the date that the same is made completely tenantable, the Fixed Rent allocated to the space so reoccupied shall be payable, and Tenant's Tax Share shall increase by the portion thereof allocable to such space, from the date which is five (5) Business Days after notice from Landlord that such space is ready for reoccupancy. Notwithstanding anything in this Section 7.05 to the contrary, if Landlord shall be unable to collect all of the insurance proceeds (including rent insurance proceeds) payable by reason of any damage to the Building or damaged the Premises under Landlord's insurance policies by reason of any action or inaction by Tenant or failure by Tenant to comply with any of the provisions of this Lease, then without prejudice to any other remedy which may be available against Tenant, the abatement of rent provided for in this Section 7.05(c) shall not be effective to the extent of the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises")uncollected insurance proceeds, there and the amount of any abatement theretofore taken by Tenant shall be an abatement of Base Rent due immediately payable to Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stateddemand.

Casualty. In (a) If any of the event the Leased Premises shall be Purchased Assets is damaged or destroyed during the TermInterim Period, Landlord shall then: (i) as promptly proceed as practicable after such damage or destruction occurs, the aggregate cost of restoring such damaged or destroyed Purchased Assets to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same their condition in which the same were immediately prior to such damage or destructiondestruction (the “Restored Condition”) shall, subject to Section 6.10(d), be determined by a qualified engineering firm reasonably acceptable to Buyer and Seller (the “Qualified Engineering Firm”) (such aggregate cost with respect to all such Purchased Assets, the “Full Restoration Cost”); (ii) Seller shall (unless the Buyer shall have elected its termination right set forth in Section 6.10(b)), as promptly as practicable after such damage or destruction occurs and through the end of the Interim Period, undertake at its sole cost and expense to replace, repair, rebuild or restore such Purchased Assets to the Restored Condition, it being understood that the obligation of Seller to proceed with such replacement, repair, rebuilding or restoration may, after consultation with and agreement from the Buyer, continue beyond the Closing if Seller elects (the “Repair Election”) to continue with such replacement, repair, rebuilding or restoration after Closing, in which event, Seller shall repair, rebuild or restore such Purchased Assets to the Restored Condition (i) at its sole cost and expense, (ii) in accordance with good utility practices and Permits applicable to it, Buyer or the applicable Project Company, and Landlord thereafter in accordance, in all material respects, with all Laws, (iii) as promptly as reasonably practicable (taking into account good utility practices), and (iv) in consultation with Buyer or the applicable Project Company; (iii) unless the Seller shall diligently prosecute said work have made the Repair Election, the Purchase Price shall be reduced by an amount equal to completion without delay the remaining aggregate cost, as of Closing, to complete the replacement, repair, rebuilding or interruption. Notwithstanding restoration of such damaged or destroyed Purchased Assets to the forgoingRestored Condition, as estimated by the Qualified Engineering Firm (the “Closing Restoration Cost”), which Closing Restoration Cost shall be reduced by the amount of any related insurance proceeds paid to and, after the Closing, retained by the applicable Project Company (the “Casualty Insurance Proceeds”); provided that if the damage Parties are unable to obtain an estimate of the Closing Restoration Cost from the Qualified Engineering Firm prior to the Leased Premises is so substantial that Closing Date, then the Parties shall reasonably agree in good faith with respect to such Closing Restoration Cost and, within 10 Business Days of the determination by the Qualified Engineering Firm following Closing of the Closing Restoration Cost, the Parties shall reimburse each other for any overpayment or underpayment, as applicable, as of Closing of the Closing Restoration Cost, based on the Qualified Engineering Firm’s determination thereof; (aiv) such casualty loss shall not otherwise affect the Closing; (v) if any such damaged or destroyed Purchased Assets have not been replaced, repaired, rebuilt or restored to the Restored Condition prior to Closing, then, for up to eight full weeks immediately following the Closing, Seller shall pay to Buyer an amount equal to the greater of (A) the repair, restoration or rehabilitation of Weekly BI Proceeds for each such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Termweek, or (dB) for each Specified Turbine suffering an Outage during such week, a weekly amount equal to $200,000 (if at least 4 of the Building is damaged to the extent days of fifty percent (50%such week occur during July or August) or more $100,000 (if at least 4 of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of such week occur during a month other than July or August); provided that the date amounts designated in this clause (iv)(B) shall not be payable with respect to more than 2 Specified Turbines; provided that in all cases, amounts paid pursuant to this Section 6.10(a)(v) shall be pro-rated for partial weeks. (vi) for purposes of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed clause (v) above: (vii) (A) “Weekly BI Proceeds” means the amount of the any business interruption insurance proceeds received paid to and retained by Landlord in connection Seller with such casualty. In respect to any period following the event the Leased Premises, or Closing and with respect to any part thereof, are destroyed or damaged Purchased Assets that have not been restored to the extent the Leased Premises cannot be occupied due Restoration Condition prior to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.Closing;

Casualty. In the event the Leased Premises shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged destroyed or injured by fire, earthquake or other casualty to the extent of fifty percent that more than one-third (50%1/3) or more of the monetary value thereof and Landlord elects not to rebuild the BuildingPremises are untenantable, then either party Lessee may elect to terminate this Lease by giving providing written notice thereof to the other party Lessor within thirty (30) days of the date of following such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged If Lessee does not terminate this Lease pursuant to the extent foregoing sentence, Lessor may, at Lessor’s option, proceed with reasonable diligence to rebuild and restore the Leased said Premises cannot or such part thereof as may be occupied due to such casualty ("Untenantable Premises")injured as aforesaid, there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day provided that Tenant re-occupies the Untenantable Premises, or (b) within thirty (30) days after such destruction or injury Lessor will notify Lessee of Lessor’s intention to do so, and during the period of such rebuilding and restoration the rent shall be abated on the portion of the Premises that is unfit for occupancy. During any period of abatement of rent due to casualty or destruction of the Premises, Lessor shall use its best efforts to locate comparable space for Lessee at the fair market rate not to exceed Lessee’s rental rate hereunder. Lessor shall not be liable for any consequential damages by reason of inability, after use of its best efforts, to locate alternative space comparable to the premises leased hereunder. Notwithstanding the foregoing, Lessor shall be obligated to restore any casualty loss required to be insured against hereunder if such restoration can be completed in less than one-hundred twenty (120) days. If any damage is not substantially restored within 120 days following the completion casualty and Lessee cannot reasonably conduct its business in any material portion of Landlord's repair obligation as above statedthe Premises in accordance with its usual business operations, Lessee shall have the right to terminate this Lease.

Casualty. a. In case of damage to or destruction of the event Building or the Leased Premises by fire or other casualty, Tenant shall be damaged or destroyed during the Termgive immediate written notice to Landlord. In such event, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving upon written notice to the other party Tenant within thirty ninety (3090) days of the date of such casualty. FurthermoreIn the event Landlord does not elect to terminate this Lease, notwithstanding after receipt of sufficient insurance proceeds, Landlord shall restore, repair and rebuild the foregoingPremises as nearly as practical to the condition the Premises was in immediately prior to such casualty, and Base Rent shall equitably ▇▇▇▇▇ based on the nature and extent of the Premises so damaged from the date of the casualty until the date that the Premises is substantially repaired or restored. All insurance proceeds in connection with any casualty shall be payable to Landlord. In no event shall Landlord's obligation Landlord be required to repairrepair or restore any damage to Tenant’s equipment, restoretrade fixtures or other personal property. b. Notwithstanding anything to the contrary contained in this Section 17, replacein the event the Building and/or the Premises are damaged by fire or other casualty, Landlord shall have the right to terminate this Lease upon thirty (45) days written notice to Tenant if (i) any lender holding a mortgage or rebuild deed of trust encumbering the Leased Premises exceed Building or the amount Land requires that any portion of the insurance proceeds received be applied to such indebtedness; (ii) a material portion of the Building or the Premises is damaged such that Landlord determines it would not be feasible to repair such damage; or (iii) Landlord does not (or will not (as determined by Landlord in connection with its sole discretion) actually receive sufficient insurance proceeds to pay for all such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty repairs and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedrestoration.

Casualty. In (a) If the event the Leased Premises shall be Broadcasting Assets are damaged or destroyed during by fire or other casualty or cause between the Termdate hereof and the Closing Date and the repair cost, Landlord individually or in the aggregate (the "Repair Cost"), will exceed $500,000, Buyer shall promptly proceed to repair, restore, replace, or rebuild have the Leased Premises option either: (excluding restoration of any alterations made by Tenant to the Leased Premisesi) to substantially accept the same Broadcasting Assets in their damaged or destroyed condition in which the same were immediately prior with (x) Pacific assigning or delivering to Buyer all of Pacific's rights to any insurance proceeds for such damage or destruction, destruction and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding (y) the forgoingPurchase Price being reduced by the difference between the amount, if any, that the damage Repair Cost exceeds such insurance proceeds received by Buyer (the "Insurance Deficiency") up to an amount not to exceed $2,000,000; or (ii) unless Pacific agrees to pay the full amount of such repair cost and such repairs can be so substantially completed prior to the Leased Premises is so substantial Closing Date that (a) broadcast activities can be conducted unabated from and after the repairClosing, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate cancel this Lease Agreement by giving written notice to Pacific not later than fifteen (15) days after the Repair Cost is determined. Pacific shall promptly notify Buyer in writing of any fire or other party casualty occurring with respect to the Broadcasting Assets. Pacific shall provide Buyer and its agents and contractors with access to any damaged Broadcasting Assets following any fire or other casualty so that Buyer can obtain an estimate of the Repair Cost within thirty (30) days after Pacific notifies Buyer of the fire or other casualty. (b) If any of the Broadcasting Assets are damaged or destroyed by fire or other casualty or cause between the date hereof and the Closing Date and the Repair Cost is equal to or less than $500,000, the Buyer shall accept the Broadcasting Assets in their damaged or destroyed condition with Pacific assigning or delivering to Buyer all of Pacific's rights to any insurance proceeds for such casualty. Furthermore, notwithstanding damage or destruction and the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed Purchase Price being reduced by the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased PremisesInsurance Deficiency, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedif any.

Casualty. In 1. No destruction or damage to the event Building or other improvements on the Leased Demised Premises by fire, windstorm or any other casualty or occurrence whatsoever which materially adversely interferes with Lessee's conduct of its business within the Demised Premises shall be damaged entitle the Lessee to surrender possession of the Demised Premises, to terminate this Lease, to violate any of its provisions, or destroyed during to cause any rebate or abatement in rent, charges, or expenses then due or thereafter becoming due under the Term, Landlord terms hereof. 2. Lessor shall promptly proceed to repair, restoreat no cost to Lessee, replace, or rebuild the Leased Premises (excluding restoration of any alterations made casualty contemplated by Tenant Paragraph 1 which may occur to the Leased Demised Premises. However, should there occur any casualty which materially adversely interferes with Lessee's conduct of its business (as described in Paragraph 1 of this Article), Lessor may, within ninety (90) days after said casualty elect not to substantially rebuild or repair the same condition Demised Premises. Should Lessor make such election, this Lease shall terminate as of the expiration of said ninety (90) day period. Notwithstanding anything to the contrary contained in which the same were immediately prior this Article XIX, if Lessor does not elect to terminate this Lease and thereafter Lessor shall not have repaired such damage or destruction within one hundred twenty (120) days of such damage or destruction, and Landlord thereafter shall diligently prosecute upon the expiration of said work one hundred twenty (120) day period, Lessee may give Lessor thirty (30) days’ notice that it elects to completion without delay or interruptionterminate this Lease. Notwithstanding the forgoingUpon expiration of such thirty (30) day period, if Lessor has not completed such repairs, this Lease shall terminate and the damage Lessee shall receive a refund of the security deposit and an abatement of all rent and other sums paid by Lessee to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days Lessor hereunder from the date of such damage, (b) casualty event through the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks effectiveness of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedLessee’s termination notice.

Casualty. In A. If the event the Leased Premises or any part thereof are damaged by fire or other casualty, Tenant shall be damaged or destroyed during the Term, give immediate notice to Landlord. Landlord shall promptly proceed have the right to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to cause such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party repaired within thirty (30) days of from the casualty. If the Premises are not rendered tenantable within said thirty (30) day period, either party shall have the option to cancel this Lease. Upon such election to cancel rent shall be payable only to the date of such the casualty. FurthermoreAll repairs to and replacements of Tenant’s Property and Improvements shall be made by, notwithstanding and at the foregoingexpense of Tenant. To the extent that the Premises have been rendered unfit for use and occupation hereunder by reason of such damage, a portion of the Base Rent as adjusted in no event accordance with Section 4 hereof shall be abated until the Premises shall have been restored. Landlord shall not be liable for delays in the making of any repairs to the Premises which are due to governmental regulations, casualties and strikes, unavailability of labor and materials, and other causes beyond the control of Landlord's obligation , nor shall Landlord be liable for any inconvenience or annoyance to repairTenant or injury to the business of Tenant resulting from delays in repairing such damage to the Premises; provided, restorehowever, replacethat during any such period of delay, Base Rent as adjusted in accordance with 4 hereof shall be equitably abated. B. If the Building or any part thereof is so damaged by such fire or other casualty that substantial alteration or reconstruction of the Building shall be required, then this Lease may be terminated at the election of either party by giving a written notice of termination to the other party within one hundred eighty (180) days following such fire, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such other casualty. In the event the Leased Premisesof any such termination, or any part thereofthis Lease shall expire as of such effective termination date and Base Rent, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises")as adjusted in accordance with Section 8 hereof, there shall be an abatement apportioned and terminate as of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedcasualty.

Casualty. Risk of loss up to and including the Closing Date shall be borne by Seller. In the event of any immaterial damage or destruction to the Leased Premises Property or any portion thereof, Seller and Purchaser shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repairclose under this Agreement, restore, replace, or rebuild and Purchaser will receive (and Seller will assign to Purchaser at the Leased Premises Closing Seller’s rights under insurance policies to receive and will cooperate with Purchaser following the Closing in Purchaser’s efforts to collect) any insurance proceeds (excluding restoration including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, destruction (less any amounts reasonably expended for restoration or collection of proceeds) and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the assume responsibility for such repair, restoration Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. For purposes of this Agreement, the term “immaterial damage or rehabilitation destruction” shall mean such instances of such damage cannot reasonably or destruction: (i) which can be expected to repaired or restored at a cost of $2,000,000.00 or less; (ii) which can be substantially completed restored and repaired within 180 one hundred eighty (180) days from the date of such damage, damage or destruction; (biii) which are not so extensive as to allow tenants leasing more than five percent (5%) in the aggregate of the leased floor area of the Improvements to terminate their Leases on account of such damage or destruction; and (iv) in which Seller’s rights under its rent loss insurance policy covering the Property are assignable to Purchaser and will continue pending restoration and repair of the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualtydestruction. In the event of any material damage or destruction to the Leased Premises, Property or any part portion thereof, are destroyed or damaged Purchaser may, at its option, by notice to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until Seller given within the earlier of fifteen (a15) days after Purchaser is notified by Seller of such damage or destruction (which Seller shall provide, in writing, promptly after Seller becomes aware of such damage or destruction), or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day that Tenant re-occupies period to make such election): (i) terminate this Agreement, whereupon Escrow Agent shall immediately return the Untenantable PremisesE▇▇▇▇▇▇ Money to Purchaser, or (bii) thirty proceed to close under this Agreement, receive (30and Seller will assign to Purchaser at the Closing Seller’s rights under insurance policies to receive) days following any insurance proceeds (including any rent loss insurance applicable to the completion period on or after the Closing Date) due Seller as a result of Landlord's repair obligation as above stated.such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and

Casualty. In If, during the event Lease Term, the Leased Premises shall be Building is totally --------------------- or partially damaged or destroyed during from any cause rendering the TermBuilding totally or partially inaccessible or unusable, and the cost of repairing such damage is fully covered by the net proceeds of insurance made available to Landlord, Landlord shall promptly proceed diligently (taking into account the time necessary to repaireffectuate a satisfactory settlement with any insurance companies involved) restore and repair the Premises and/or the Building, restoreas the case may be, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to proper condition for use and occupancy to the Leased Premises) to substantially the same condition in which the same were immediately prior to extent of such net proceeds; provided, however, if such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay destruction is not reasonably susceptible of being repaired or interruption. Notwithstanding restored within ninety days after the forgoingoccurrence of such damage (or, if the damage casualty occurs within the last two years of the Lease Term (as it may be extended by Tenant's exercise of any option to extend the Leased Premises is so substantial that (aLease Term provided for by Section 2.5) within sixty days after the repair, restoration or rehabilitation occurrence of such damage), including the time needed for removal of debris, preparation of plans and issuance of all required Authorizations, but excluding the time needed to reach an insurance settlement, or if the net proceeds of insurance made available to Landlord do not fully cover the cost of repairing such damage canand Landlord does not reasonably be expected elect to be substantially completed do so, Landlord or Tenant may, within 180 forty-five days from after the date occurrence of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days and specifying in such notice the effective date of such termination. If this Lease is terminated pursuant to this Section, all Basic Rent and additional rent payable hereunder shall be paid to the date of such termination of this Lease; provided, however, that with respect to space rendered inaccessible or unusable, Basic Rent and additional rent hereunder shall be abated as of the date the damage occurred, an equitable apportionment between the space rendered inaccessible or unusable and the remainder of the space to be based upon the criteria provided below. Following any termination of this Lease as aforesaid, Tenant shall have no further rights or remedies as against Landlord pursuant to this Lease or otherwise. If this Lease is not terminated as a result of such damage, this Lease shall continue in full force and effect and a just and proportionate part of the Basic Rent and additional rent shall, according to the nature and extent to which the Premises shall have been so rendered inaccessible or unusable, be suspended or abated until the Premises shall have been restored to proper use and occupancy as aforesaid. Whether or not Landlord elects not to terminate this Lease, Landlord shall be entitled to receive directly from the insurer all insurance proceeds resulting from or related to the casualty. Furthermore, notwithstanding the foregoing, in In no event shall Landlord's obligation Landlord be required to repair, restore, replace, or rebuild spend an amount to restore the Leased portion of the Premises exceed affected by a casualty in excess of the net amount (after expenses of collection) of the insurance proceeds received by Landlord. Tenant shall notify Landlord in connection with such casualty. In immediately of any damage or destruction within the event the Leased Premises, Premises or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement Building of Base Rent due Landlord by which Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedbecomes aware.

Casualty. In the event of total or partial destruction of the Leased Building or the Premises or obstruction of access to the Building or Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Premises shall be damaged or destroyed limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Exhibit B, if any. Rent shall proportionately ▇▇▇▇▇ during the Termtime that the Premises or part thereof are unusable because of any such damage to either the Premises or the Building. In the event of total or partial destruction of the Parking Facility or obstruction of access thereto by fire or other casualty, Landlord agrees promptly to restore and repair the Parking Facility (or to cause the same to occur); provided, however, Rent shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant not ▇▇▇▇▇ so long as Landlord provides a reasonable alternative for vehicle parking together with transportation to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destructionBuilding, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruptionif reasonably required. Notwithstanding the forgoingforegoing, if Landlord determines that the damage to Premises (or the Leased Premises Parking Facility, if no reasonable alternative is provided) are (i) so substantial destroyed that (a) the repair, restoration or rehabilitation of such damage they cannot reasonably be expected to be substantially completed repaired or rebuilt within 180 two hundred ten (210) days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, casualty date; or (dii) destroyed by a casualty that is not covered by the Building insurance required hereunder (which is damaged to the extent of fifty percent (50%not required by Landlord) or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or more of the monetary value thereof and Landlord elects not are insufficient to rebuild the BuildingBuilding and the Premises (or the Parking Facility, if applicable), then Landlord shall give written notice to Tenant of such determination (the “Casualty Notice”) within sixty (60) days of such casualty. In case of a clause (i) casualty, either party may elect to terminate this Lease Landlord or Tenant may, or, in the case of a clause (ii) casualty, then Landlord may, by giving written notice to the other party within thirty (30) days days’ after Landlord’s delivery of the date Casualty Notice, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedthis paragraph.

Casualty. In If during the event Term of this Lease, as may be extended by an Option Term or otherwise, any portion of the Leased Premises, access to the Premises shall be or any part of the Building is damaged or destroyed during the Termand such damage or destruction can, Landlord shall promptly proceed to repairin Landlord's reasonable estimation, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to be repaired within 270 days following such damage or destruction, and Landlord thereafter receives insurance proceeds sufficient to restore such damage, this Lease shall diligently prosecute said work remain in full force and effect and Landlord shall promptly commence to completion without delay repair and restore the damage or interruptiondestruction to substantially the same condition as existed prior to such damage, and shall complete such repair and restoration with due diligence in compliance with all then existing laws. Notwithstanding the forgoingforegoing, if the damage to the Leased Premises is so substantial that (a1) the repair, restoration or rehabilitation of such damage or destruction cannot, in Landlord's reasonable estimate, be repaired within 270 days following such damage or destruction; or (2) more than seventy percent (70%) of the Building is damaged or destroyed; or (3) any Mortgagee of the Building will not reasonably be expected to be substantially completed within 180 days from allow the date application of such damage, insurance proceeds for repair and restoration; or (b4) the damage or destruction is not covered in full by Landlord's Insurance required by Paragraph 16, subject to the Leased Premises is so substantial that the estimated repair costs exceed $100,000deductible, or (c5) the damage or destruction occurs within the last twelve (12) weeks months of the Term, Term of this Lease or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingany extension hereof, then either party may elect to Landlord may, in its sole discretion, terminate this Lease by giving written delivery of notice to the other party Tenant within thirty (30) days of the date Landlord learns of the damage; provided, however, that if such fire or other casualty shall have damaged the Premises or a portion thereof or Common Areas necessary to Tenant's occupancy and as a result of such casualty. Furthermoredamage the Premises are unfit for occupancy, notwithstanding and provided that Landlord does not elect to terminate this Lease pursuant to Landlord's termination right as provided above, and either (i) the foregoingrepairs cannot, in no event shall the reasonable opinion of Landlord's obligation to repaircontractor, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty completed within nine ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on 9) months after the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premisesdamage or destruction, or (bii) the repairs are not completed and the Premises delivered to Tenant ready for occupancy within nine (9) months after the date of such damage or destruction, Tenant may elect, in Tenant's sole discretion, to terminate this Lease by written notice to Landlord effective as of the date specified in the notice, which date shall not be less than thirty (30) days nor more than ninety (90) days after the date such notice is given by Tenant; provided, however, if Tenant elects to terminate this Lease pursuant to clause (ii) above and Landlord completes such repairs and delivers the Premises to Tenant ready for occupancy within thirty (30) days following the completion receipt of Tenant's written election to terminate, then this Lease shall, at Landlord's repair obligation as above statedsole option, remain in full force and effect and Tenant's previous election to terminate shall be deemed void and of no further force or effect.

Casualty. 22.1 In the event the Leased Premises shall or the Building are damaged by fire or other cause and in Landlord's reasonable estimation such damage can be damaged or destroyed during the Termmaterially restored within one hundred fifty (150) days, Landlord shall promptly proceed forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to repair, restore, replace, or rebuild a proportionate abatement in rent from the Leased Premises (excluding restoration date of any alterations such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to the Leased Premisestime. Within forty-five (45) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within one hundred fifty (b150) days or in the event of substantial destruction of the Premises (i.e., a destruction to an extent of at least fifty percent [50%] of the then full replacement cost of the Premises as of the date of destruction) during the last two (2) years of the Term, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Leased Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon this Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so substantial that delayed. 22.5 Notwithstanding anything to the estimated repair costs exceed $100,000contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, (c) reconstruct, or restore the damage occurs within Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) weeks months of the TermTerm or any extension thereof, or (d) the Building is damaged but if Landlord determines not to the extent of fifty percent (50%) or more repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the monetary value thereof and Landlord elects not to rebuild Premises untenantable Tenant shall have the Building, then either party may elect right to terminate this Lease by giving written notice to the other party Landlord within thirty fifteen (3015) days after receipt of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord notice; and (b) in connection with such casualty. In the event the Leased Premises, holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any part thereof, are destroyed or damaged to the extent the Leased Premises cannot insurance proceeds be occupied due applied to such casualty indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen ("Untenantable Premises")15) days after such requirement is made by any such holder, there whereupon this Lease shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing end on the date of such casualty damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant's responsibility to properly secure the Premises and continuing until upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the earlier property belonging to Tenant or its licensees from such portion or all of (a) the day that Tenant re-occupies the Untenantable Premises, Building or (b) thirty (30) days following the completion of Landlord's repair obligation Premises as above statedLandlord shall request.

Casualty. In If the Building is damaged by fire or other casualty, and if the proceeds received from the insurance policies maintained by Landlord therefor are sufficient to pay for the necessary repairs, and the Building can be fully repaired within six (6) months after such casualty occurred, this Lease shall remain in effect and Landlord shall repair the damage as soon as reasonably possible, subject to delays beyond Landlord's control. If the insurance proceeds received by Landlord are not sufficient to pay the entire cost of repair, or no proceeds are payable with respect to such casualty, or the Building cannot be fully repaired within six (6) months after the casualty occurred, Landlord may elect either to (i) terminate this Lease, provided Landlord shall so notify Tenant within thirty (30) days after occurrence of such casualty, or (ii) repair the damage as soon as reasonably possible, in which event this Lease shall remain in full force and effect; but if Landlord elects not to terminate this Lease, Tenant shall then have the Leased right to terminate this Lease if the Premises cannot be fully repaired within six (6) months after such casualty occurred. Tenant's notification, if any, shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises required within thirty (excluding restoration of any alterations made by Tenant 30) days after Landlord's notice. In addition to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoingforegoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage Building occurs within during the last twelve two (122) weeks years of the Lease Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days as of the date of such the damage occurred in any event. If this Lease is not terminated following a casualty. Furthermore, notwithstanding the foregoing, in no event rent shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on abate from the date of the occurren▇▇ ▇▇ the proportion that the area of the portion of the Premises tendered unusable by such casualty and continuing bears to the entire area of the Premises. The abatement shall continue until the earlier portion of (a) the day Premises which shall have been damaged shall be rebuilt or repaired. Tenant waives the protection of any law which grants a tenant the right to terminate a lease in the event of the substantial destruction of a leased property, and agrees that Tenant re-occupies the Untenantable provisions of this paragraph shall govern in the event of any substantial destruction of the Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.

Casualty. (a) In the event of a fire or other casualty in the Leased Premises Premises, Tenant shall be damaged or destroyed during the Term, Landlord shall promptly proceed immediately give notice thereof to repair, restore, replace, or rebuild Landlord. (b) If the Leased Premises (excluding restoration or access thereto) or a substantial portion of the Project (or access thereto) shall be partially destroyed by fire or other casualty so as to render the Leased Premises Untenantable in whole or in part, the rental provided for herein shall abat▇ ▇▇▇reafter as to the portion of the Leased Premises rendered Untenantable until such time as the Leased Premises are made tenantable (or access restored). Landlord agrees to commence and prosecute the repair of all casualty damage (regardless of the extent of the damage) promptly and with all due diligence. Notwithstanding the foregoing, in the event such destruction results in the Leased Premises being Untenantable in whole or in substantial part for a period reasonably estimated by a responsible, experienced and qualified contractor selected by Landlord ("Landlord's Contractor") to be nine (9) months or longer after the casualty, or in the event of total or substantial damage or destruction of the Project from any alterations made cause (for which the period to restore is reasonably estimated by Landlord's Contractor to be nine (9) months or longer after the casualty), then Landlord shall have the right to terminate this Lease and all rent owed up to the time of such destruction or termination shall be paid by Tenant to the Leased Premises(it being understood that Tenant shall pay rent on all tenantable space until termination of this Lease). Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 5.05 as soon as reasonably practicable, but no later than sixty (60) to substantially the same condition in which the same were immediately prior to days after any such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding . (c) In the forgoing, if the damage event of destruction to the Leased Premises is so (or access thereto) or a substantial that portion of the Project (aor access thereto) resulting in the repair, restoration Leased Premises being Untenantable in whole or rehabilitation of such damage cannot in substantial part for a period reasonably be expected estimated by Landlord's Contractor to be substantially completed within 180 days from nine (9) months or longer after the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof casualty and Landlord elects has not to rebuild the Buildingterminated this Lease as provided in Section 5.05(b), then either party may elect to terminate this Lease by giving written notice to Tenant shall have the other party right, within thirty (30) days after Landlord delivers the estimate to Tenant of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation time to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received to terminate this Lease by Landlord in connection with such casualtywritten notice to Landlord. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent that Landlord's Contractor estimates that the Leased Premises cannot can be occupied due to such casualty made tenantable within nine ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on 9) months after the date of such the casualty, but the Leased Premises have not been made tenantable within one (1) year after the date of the casualty and continuing until subject to any delays caused by Tenant or outside the earlier reasonable control of Landlord, then Tenant shall have a second right to terminate this Lease by providing written notice thereof to Landlord within fifteen (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (3015) days following the completion end of Landlord's the one (1) year period described above. (d) Notwithstanding anything contained in this Section 5.05, Landlord shall be obligated to restore or rebuild only the portion of the Leased Premises which consists of Building Shell and Building Standard Improvements, and nothing herein shall be construed to obligate Landlord under any circumstances to repair obligation as above statedor restore any other Improvements.

Casualty. In the event the Leased Premises shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that Section 14.1 If (a) the Premises is damaged by fire or other casualty, or (b) the Building (including any Building system) is damaged by fire or other casualty so that Tenant is deprived of reasonable access to the Premises or any part of the Premises, Tenant shall give prompt notice to Landlord. Subject to the provisions of this Article, (1) Landlord shall, at Landlord's expense, repair the damage (but only to the extent that Landlord receives insurance proceeds for such repair), restoration excluding the damage to Tenant's Work or rehabilitation Tenant's Property, and (2) Tenant shall, at Tenant's expense, promptly remove Tenant's Property from the Premises to the extent required by Landlord in connection with Landlord's repair of the damage. Until the repairs to be performed by Landlord are substantially completed, the Rent shall be reduced in proportion to the area of the Premises to which Tenant shall not have reasonable access or which is unusable by Tenant for the reasonable conduct of Tenant's normal business in the Premises. Section 14.2 If Landlord reasonably estimates that either (x) the time period to repair any damage to the Building caused by fire or other casualty will exceed 180 days, or (y) the cost of repairing any such damage canto the Building exceeds 25 percent of the replacement cost of the Building, then (in either such case), whether or not reasonably be expected the Premises are damaged, Landlord shall have the right, by notice to be substantially completed Tenant within 180 60 days from following the date of the damage, to terminate this lease (effective as of the date set forth in such damagenotice). Section 14.3 If(a) this lease is not terminated as provided in this Article, (b) the damage repair required by this Article to be performed by Landlord is not substantially complete one year following the Leased Premises is so substantial that the estimated repair costs exceed $100,000fire or other casualty, and (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building there is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingthen no Default, then either party may elect Tenant shall have the right, by notice to Landlord within 10 days following the end of that period, to terminate this Lease by giving written notice to lease effective the other party within thirty (30) date which is 30 days of following the date of such casualty. Furthermore, notwithstanding the foregoingits notice, in no which event Tenant shall Landlord's obligation pay the Rent to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of termination (or the date of the fire or other casualty for that part of the Premises with respect to which the Rent is reduced pursuant to Section 14.1), and the Term shall expire on that date. Section 14.4 The parties agree that this Article 14 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and that Section 227 of the Real Property Law of the State of New York, which provides for such casualty contingency in the absence of an express agreement, and continuing until the earlier any other law of (a) the day that Tenant re-occupies the Untenantable Premises, like import now or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedhereafter in force shall have no application in any such case.

Casualty. In the event the Leased Premises shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged destroyed or injured by fire, earthquake or other casualty to the extent of fifty percent that more than one-third (50%1/3) or more of the monetary value thereof and Landlord elects not to rebuild the BuildingPremises are untenantable, then either party Lessee may elect to terminate this Lease by giving providing written notice thereof to the other party Lessor within thirty (30) days of the date of following such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged If Lessee does not terminate this Lease pursuant to the extent foregoing sentence, Lessor may, at Lessor’s option, proceed with reasonable diligence to rebuild and restore the Leased said Premises cannot or such part thereof as may be occupied due to such casualty ("Untenantable Premises")injured as aforesaid, there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day provided that Tenant re-occupies the Untenantable Premises, or (b) within thirty (30) days after such destruction or injury Lessor will notify Lessee of Lessor’s intention to do so, and during the period of such rebuilding and restoration the rent shall be abated on the portion of the Premises that is unfit for occupancy. During any period of abatement of rent due to casualty or destruction of the Premises, Lessor shall use its best efforts to locate comparable space for Lessee at the fair market rate not to exceed Lessee’s rental rate hereunder. Lessor shall not be liable for any consequential damages by reason of inability, after use of its best efforts, to locate alternative space comparable to the premises leased hereunder. Notwithstanding the foregoing, Lessor shall be obligated to restore any casualty loss required to be insured against hereunder if such restoration can be completed in less than one-hundred twenty (120) days. If any damage is not substantially restored within 120 days following the completion casualty and Lessee cannot reasonably conduct its business in any material portion of Landlord's repair obligation as above statedthe Premises in accordance with its usual business operations. Lessee shall have the right to terminate this Lease.

Casualty. In If the event Premises or the Leased Premises shall be Project is damaged or destroyed destroyed, in whole or in part, by fire or other casualty at any time during the TermTerm and if, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for the Authorized Use for which the Premises were leased to Tenant hereunder, and within sixty (60) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord thereafter shall diligently prosecute said work provides notice to completion without delay or interruption. Notwithstanding Tenant that the forgoingPremises, if the damage as improved to the Leased Premises is so substantial that (a) extent of the repairBuilding Standard improvements existing immediately prior to such destruction or casualty, restoration or rehabilitation of such damage cannot reasonably be expected repaired or rebuilt to be substantially completed the condition which existed immediately prior to such destruction or casualty within 180 two hundred seventy (270) days from following the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, destruction or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingcasualty, then either party Landlord or Tenant may elect to terminate this Lease by giving written notice to the other party within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of the date negligence or willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such casualtydamage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed for the Authorized Use and to substantially the same extent as Tenant used the Premises prior thereto. Furthermore, notwithstanding If this Lease is not terminated pursuant to the foregoing, in no event then upon receiving the available insurance proceeds, Landlord shall Landlord's obligation to repair, restore, replace, restore or rebuild replace the Leased Premises exceed the amount damaged or destroyed portions of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged as improved to the extent of the Leased Premises cannot be occupied due Building Standard improvements existing immediately prior to such casualty ("Untenantable Premises")destruction or casualty, there or Project; Tenant shall restore or replace the improvements to the Premises required to be insured by Tenant hereunder; and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable, and except that the Term shall be an abatement extended by a length of Base Rent due Landlord by Tenant for time equal to the period of time commencing beginning on the date of such casualty damage or destruction and continuing until ending upon completion of such restoration or replacement. Landlord shall restore or replace the earlier damaged or destroyed portions of (a) the day Premises or Project that Tenant re-occupies Landlord is required to restore or replace hereunder within a reasonable time, subject to Force Majeure Events and the Untenantable Premisesavailability of insurance proceeds. If either party elects to terminate this Lease as provided in this Section, or (b) this Lease shall terminate on the date which is thirty (30) days following the completion date of Landlord's the notice of termination as if the Term hereof had been scheduled to expire on such San F▇▇▇▇▇ Plaza/Summer Energy Holdings, Inc. DocuSign Envelope ID: A1357CC3-ED4D-47DF-A5FB-22FC3BC9DEAD date, and, except for obligations which are expressly stated herein to survive the expiration or earlier termination of this Lease, neither party shall have any liability to the other party as a result of such termination. Landlord shall not be obligated to repair any damage to Above Standard improvements or fixtures, Tenant’s inventory, trade fixtures or other personal property. If the Premises are damaged or destroyed by fire or other casualty caused by the negligence or willful misconduct of Tenant, its employees, agents, contractors, or invitees, then any repair or restoration of the Premises by Landlord pursuant to the terms of this Section shall be at Tenant’s sole cost and expense, subject to Section 22 above. Notwithstanding anything in this Section to the contrary, Landlord shall have no obligation as above statedto repair or restore the Premises or the Project on account of damage resulting from any casualty which occurs during the last twelve (12) months of the Term, or if the estimated cost of such repair or restoration would exceed fifty percent (50%) of the reasonable value of the Building prior to the casualty. The abatement of Rent, if applicable hereunder, and termination of this Lease by Tenant, if applicable hereunder, are the sole remedies available to Tenant in the event the Premises or the Project is damaged or destroyed, in whole or in part, by fire or other casualty.

Casualty. In If the event Premises or any part thereof are damaged by fire or other casualty, Tenant shall give prompt notice thereof to Landlord. If the Leased Premises shall be or the Building are totally or partially damaged or destroyed during by fire or other casualty, thereby rendering the TermPremises totally or partially inaccessible or unusable, Landlord shall promptly proceed to repair, restore, replace, or rebuild diligently restore and repair the Leased Premises (excluding restoration of any alterations made by Tenant to and the Leased Premises) Building to substantially the same condition they were in which the same were immediately prior to such damage. Provided that such damage was not caused by the act or destructionomission of Tenant or any of its employees, agents, licensees, invitees or subtenants, until the repair and restoration of the Premises is completed Base Rent shall be abated for that part of the Premises that Tenant is unable to use without substantial interference and is not occupied while repairs are being made, based on the ratio that the amount of unusable rentable area bears to the total rentable area of the Premises. Landlord thereafter shall diligently prosecute said work bear the costs and expenses of repairing and restoring the Premises and the Building, provided, however, that Landlord shall not be obligated to completion without delay spend more than the net proceeds of insurance proceeds made available for such repair and restoration nor shall Landlord be obligated to repair or interruptionrestore, or to pay for the repair or restoration of, any furnishings, equipment or personal property belonging to Tenant or any alterations, additions, or improvements (including carpeting, floor coverings, paneling, decorations, fixtures) made to the Premises or Building by Tenant or by Landlord at Tenant’s request or for Tenant’s benefit. It shall be Tenant’s sole responsibility to repair and restore all such items. Notwithstanding the forgoingforegoing, if the damage to the Leased Premises is so substantial that (a) if there is a destruction of the repairBuilding that exceeds twenty-five percent (25%) of the replacement value of the Building from any risk, whether or not the Premises are damaged or destroyed, or (b) if Landlord reasonably believes that the repairs and restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed despite reasonable efforts within 180 ninety (90) days from after the date occurrence of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, or (c) if Landlord reasonably believes that there shall be less than two (2) years remaining in the damage occurs within Term (exclusive of any extension options) upon the last twelve (12) weeks substantial completion of the Termsuch repairs and restoration, or (d) if any mortgagee or lender fails or refuses to make sufficient insurance proceeds available for repairs and restoration, or (e) if zoning or other applicable laws or regulations do not permit such repairs and restoration, Landlord shall have the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect right to terminate this Lease by giving written notice of termination to Tenant within one hundred eighty (180) days after the occurrence of such damage. If this Lease is terminated pursuant to the other party within thirty (30) days of preceding sentence, all Rent payable hereunder shall be apportioned and paid to the date of such casualtytermination. Furthermore, notwithstanding the foregoing, All time periods provided in no event this Section for Landlord’s performance shall be subject to extension on account of delays in effectuating a satisfactory settlement with any insurance company involved and events beyond Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty’s reasonable control. In the event of any damage or destruction to the Leased Building or Premises, it shall be Tenant’s responsibility to secure the Premises and, upon notice from Landlord, to remove forthwith, at its sole cost and expense, property belonging to Tenant or any part thereof, are destroyed or damaged its licensees from such portion of the Premises as Landlord shall request. Notwithstanding anything to the extent contrary in this section, in the Leased Premises canevent Landlord elects or is required to repair and restore the Premises, and such repair has not be occupied due to such casualty commenced within ninety ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on 90) days after the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premisescasualty, or been substantially completed within two hundred seventy (b) thirty (30270) days following the completion of date repair was commenced, Tenant shall have the right to terminate the Lease by providing written notice to Landlord's repair obligation as above stated, such termination to be effective sixty (60) days after notice from Tenant is received by Landlord, unless Landlord substantially completes the repairs within such sixty (60) day period.

Casualty. In the event of total or partial destruction of the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord's obligation hereunder with respect to the Leased Premises shall be damaged or destroyed limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.07 above, if any. Rent shall proportionately ▇▇▇▇▇ during the Termtime that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, Landlord shall promptly proceed if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days from the casualty date; or (b) destroyed by a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to repair, restore, replace, or rebuild the Leased Premises Premises; then, in case of a clause (excluding restoration a) casualty, either Landlord or Tenant may, or, in the case of any alterations made by Tenant a clause (b) casualty, then Landlord, may, upon thirty (30) days' written notice in the other party, terminate this Lease with respect to Illegible thereafter accruing. If the Lease is not terminated pursuant to the Leased Premises) preceding sentence and Landlord fails to substantially complete the same condition in which the same were immediately prior to such damage or destruction, restoration and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to repair of the Leased Premises is so substantial that within two hundred eighty (a280) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from after the date for the occurrence of such damage, (b) the damage (subject to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, delays due to force majeure and any delay caused by Tenant's acts or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingomissions), then either party may elect Tenant shall have the right to terminate this Lease by giving upon written notice to the other party within thirty (30) days of the date of such casualty. FurthermoreLandlord, notwithstanding the foregoing, in no event shall Landlordso long as Tenant's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds written notice is received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged prior to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date Landlord's substantial completion of such casualty restoration and continuing until repair, Tenant waives any right under applicable laws inconsistent with the earlier terms of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedthis paragraph.

Casualty. Seller assumes all risk of loss or damage to the Property by fire or other casualty until the deed of conveyance to the Property is delivered to Purchaser at Closing. If, at any time prior thereto, any portion of the Property is destroyed or damaged as a result of fire or any other cause whatsoever, Seller shall promptly give written notice thereof to Purchaser. In the event the Leased Premises shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration total cost to repair or rehabilitation of restore such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such destruction or damage, as determined by Seller’s insurance claim adjuster, exceeds $500,000.00, and/or (b) the damage estimated time to restore or repair such destruction or damage, as determined by Seller’s insurance claim adjuster, exceeds one hundred fifty (150) days from the Leased Premises is so substantial that casualty date, Purchaser shall have the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect right to terminate this Lease Agreement by giving written notice delivered to the other party Seller within thirty twenty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (3020) days following the completion date upon which ▇▇▇▇▇▇▇▇▇ receives Seller’s written notice of Landlord's the destruction or damage, and receive a refund of the Deposit. If (i) such destruction or damage can be repaired or restored for $500,000.00 or less, and can be repaired in one hundred fifty (150) days or less from the casualty date, or (ii) the cost of such repair or restoration shall exceed $500,000.00, and/or the time to complete the repair and restoration of the Property shall exceed one hundred fifty (150) days from the casualty date, but Purchaser does not elect to so terminate this Agreement within said twenty (20) day period, this Agreement shall remain in full force and effect and the parties shall proceed to Closing without any reduction or adjustment in the Purchase Price, except that all insurance proceeds, if any (and all rights of Seller as landlord under the Lease, and in respect of policies of insurance maintained by tenants) will be assigned to Purchaser, exclusive of amounts expended by Seller and reimbursable to Seller to stabilize or repair such damage prior to Closing, and Purchaser shall receive a credit for the amount of Seller’s deductible. Seller shall have no obligation as above statedor liability whatsoever for payment to Purchaser of any amount related to deductibles under any policies of insurance maintained by any tenant of the Property.

Casualty. In the event the Leased Premises shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) Landlord will provide notice to Tenant of any casualty or other harm affecting the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed Property within 180 days from the date of such damage, forty-eight (b48) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks hours of the Term, casualty or (d) other harm. If any part of the Building Communication Facility or the Structure is damaged by casualty or other harm not caused directly by Tenant, its employees, agents or contractors (“Tenant Parties”), as to render the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the BuildingPremises unsuitable, in Tenant’s sole determination, then either party Tenant may elect to terminate this Lease Agreement by giving providing written notice to the other party within thirty (30) days Landlord, which termination will be effective as of the date of such casualtycasualty or other harm. FurthermoreUpon such termination, notwithstanding the foregoingTenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent on a pro-rata basis. (b) Notwithstanding Section 19(a), in no event shall Landlord's obligation to repair, restore, replaceif Tenant Parties, or rebuild any of them, directly caused damage to the Leased Premises exceed Structure and/or the amount Premises, and Landlord elects to restore or repair the Structure and/or the Premises, then Tenant shall reimburse Landlord for the costs to restore or repair the damage to the Structure and/or the Premises, as the case may be, but only to the extent that such damage was caused directly by Tenant Parties, or any of the insurance proceeds received by Landlord in connection with such casualty. them. (c) In the event the Leased PremisesTenant Parties, or any part thereofof them, are destroyed or damaged did not directly cause damage to the extent Structure and/or the Leased Premises, and if Landlord elects in Landlord’s sole determination to restore or repair the Structure, then Landlord will make reasonable efforts to restore and repair the Premises canto a condition comparable with which existed immediately prior to the occurrence of the casualty or other harm at Landlord’s sole cost, provided that Landlord shall not be occupied responsible to restore any part of Tenant’s Communication Facility. (d) In the event that Tenant is unable to operate the Communication Facility in the Premises due to such a casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord or other harm to the Structure not caused directly by Tenant for the period Parties, or any of time commencing them, then Landlord may elect to provide a comparable location on the date of such casualty Property or in a nearby location owned or controlled by Landlord for Tenant to install and continuing operate a temporary communication facility until the earlier Premises are restored or repaired and Tenant’s Communication Facility has returned to full operation in the Premises in the ordinary course of (a) Tenant’s business. If Landlord is unable to provide a comparable location for Tenant’s temporary communication facility, and Landlord intends to restore or repair the day that Tenant re-occupies Structure containing the Untenantable Premises, then in lieu of electing to terminate this Agreement pursuant to Section 19(a) above, Tenant may elect to keep this Agreement in effect, and Rent shall fully ▇▇▇▇▇ until such date as the Premises are restored or (b) thirty (30) days following repaired and Tenant’s Communication Facility has returned to full operation in the completion Premises in the ordinary course of Landlord's repair obligation Tenant’s business. If Landlord elects to and is able to provide a comparable location for Tenant to install and operate a temporary communication facility as above statedprovided herein, such relocation, construction, and operation of Tenant’s temporary communication facility shall comply with all applicable City permits and approval standards.

Casualty. In the event the Leased Premises shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) If the repairPremises, restoration or rehabilitation of the Building, shall be so damaged by fire or other casualty as to render the Premises untenantable, and if such damage shall be so great that an architect selected by Landlord shall certify in writing to Landlord that the Premises, with the exercise of reasonable diligence, but without the payment of overtime or other premiums cannot reasonably be expected to be substantially completed made tenantable within 180 days from the date happening of the fire or other casualty, or if the damage shall be such that Landlord’s architect shall certify that the Premises can be made tenantable within the 180-day period from the happening of the fire or other casualty, but insurance proceeds are not made available to Landlord for repair of such damage, (b) then Landlord may terminate this Lease, and in the damage to event such fire or other casualty occurs in the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks final one year of the Term or in the final one year of any Option Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Tenant may terminate this Lease. If neither Landlord elects not to rebuild the Building, then either party may elect to nor Tenant terminate this Lease by giving written notice to as set forth above, then, except as hereinafter provided, Landlord shall with reasonable promptness, repair the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event damage so done except that Landlord shall Landlord's obligation not be required to repair, restore, replace, replace or rebuild restore any items specified in the Leased Premises exceed the amount first sentence of the insurance proceeds received by Landlord in connection with such casualtySection 12(b). In the event that such repairs are not actually completed within 270 days from the Leased Premiseshappening of the fire or other casualty, Tenant may terminate this Lease within 280 days from the beginning of the fire or any part thereofother casualty. Until such repair is substantially completed, are destroyed or damaged the Base Rent shall be abated in proportion to the extent part of the Leased Premises cannot which is unusable by Tenant in the reasonable conduct of its business or profession. There shall be occupied no abatement of Base Rent by reason of any portion of the Premises being unusable for a period of 15 days or less. If the damage is due to such casualty ("Untenantable Premises")the fault or negligence of Tenant or Tenant’s employees, agents or invitees, there shall be an no abatement of Base Rent. (b) If the Premises, without the fault or negligence of Tenant, shall be damaged by fire or other casualty, but not so as to render them untenantable, Landlord shall cause the damage to be repaired with reasonable promptness and there shall be no abatement of Base Rent or any other amounts due Landlord under this Lease. If the fire or other casualty causing damage to the Premises or other parts of the Building shall have been caused by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable PremisesTenant, or (b) thirty (30) days following Tenant’s employees, agents or invitees, such damage shall be repaired by Landlord and the completion amount paid for such repair shall be immediately due from Tenant to Landlord with interest at the Default Rate from the dates of Landlord's repair obligation as above stated’s payments.

Casualty. 22.1 In the event the Leased Premises shall or the Building are damaged by fire or other cause and in Landlord’s reasonable estimation such damage can be damaged or destroyed during the Termmaterially restored within [*] days, Landlord shall promptly proceed forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to repair, restore, replace, or rebuild a proportionate abatement in rent from the Leased Premises (excluding restoration date of any alterations such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to the Leased Premisestime. Within forty-five (45) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (b180) days, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Leased Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, Acts of God, war, or other natural causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so substantial that delayed. 22.5 Notwithstanding anything to the estimated repair costs exceed $100,000contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, (c) reconstruct, or restore the damage occurs within Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) weeks months of the TermTerm or any extension thereof, or (d) the Building is damaged but if Landlord determines not to the extent of fifty percent (50%) or more repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the monetary value thereof and Landlord elects not to rebuild Premises untenantable Tenant shall have the Building, then either party may elect right to terminate this Lease by giving written notice to the other party Landlord within thirty fifteen (3015) days after receipt of the date of such casualty. Furthermore, notwithstanding the foregoing, Landlord’s notice; and (b) in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any part thereof, are destroyed or damaged to the extent the Leased Premises cannot insurance proceeds be occupied due applied to such casualty indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen ("Untenantable Premises")15) days after such requirement is made by any such holder, there whereupon this Lease shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing end on the date of such casualty damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and continuing until upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the earlier property belonging to Tenant or its licensees from such portion or all of (a) the day that Tenant re-occupies the Untenantable Premises, Building or (b) thirty (30) days following the completion of Landlord's repair obligation Premises as above statedLandlord shall request.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be damaged or destroyed limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above, if any. Rent shall proportionately ▇▇▇▇▇ during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild time that the Leased Premises (excluding restoration or part thereof are unusable because of any alterations made such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days from the casualty date; or (b) destroyed by Tenant a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgage entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days written notice to substantially the same condition in which the same were immediately prior other party, terminate this Lease with respect to such damage or destruction, and Landlord matters thereafter shall diligently prosecute said work to completion without delay or interruptionaccruing. Notwithstanding anything to the forgoingcontrary contained in this Article 9, if in the damage event that Landlord fails to fully repair, reconstruct or restore the Leased Premises is so substantial that or the Building within two hundred ten (a210) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damagecasualty, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party !hen Tenant may elect to terminate this Lease by giving written notice to the other party within upon thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall written notice and opportunity to cure to Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.

Casualty. In the event the Leased leased Premises shall be damaged or the said building is destroyed during the Termor injured by fire, Landlord shall promptly proceed to repair, restore, replace, earthquake or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged other casualty to the extent that they are untenantable in whole or in part, then Lessor may, at Lessor's option, proceed with reasonable diligence to rebuild and restore the said Premises or such part thereof as may be injured as aforesaid, provided that within sixty (60) days after such destruction or injury Lessor will notify Lessee of fifty percent (50%) or more Lessor's intention to do so, and during the period of such rebuilding and restoration the rent shall be abated on the portion of the monetary value thereof and Landlord elects Premises that is unfit for occupancy. If necessary, Lessor will provide access to any needed alternative space for Lessee at the fair market rate not to rebuild exceed Lessee's rental rate hereunder. If the BuildingPremises are destroyed or damages and the damage or destruction renders more than 40% of the Premises untenantable for 120 days or more, then either party may elect to terminate this the Lease by giving written notice to the other party within thirty (30) days as of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, damage or rebuild destruction by giving the Leased Premises exceed other party written notice within 30 days after the amount date of the insurance proceeds received by Landlord in connection damage provided, however, if Lessor can provide comparable alternative space with such casualtycomparable tenant improvements acceptable to Lessee, which approval shall not be unreasonably withheld, as a substitute for the damaged or destroyed premises, then Lessee shall not have the right to terminate the Lease. Lessee shall pay for the temporary space at the market rate or at Lessee's existing rate whichever is lower and Lessor agrees to pay the costs of relocation and required tenant improvements acceptable to Lessee, which approval shall not be unreasonably withheld. In the event of termination, all rights and obligations of the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there parties shall be an abatement cease as of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty termination, and continuing until Lessee shall be entitled to reimbursement of any prepaid rent. If neither party elects to terminate, Lessor shall promptly and diligently proceed to restore the earlier Premises to substantially the same form as prior to the damage or destruction. Work shall be commenced as soon as possible and shall proceed without interruption except for work stoppages on account of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion labor disputes and matters outside of LandlordLessor's repair obligation as above statedcontrol.

Casualty. In A. If the event the Leased Premises shall be damaged or destroyed during the Termby fire or other casualty, Tenant shall promptly notify Landlord, and Landlord shall promptly proceed repair the damaged portions of the Premises (but not any of the Tenant's property therein or improvements or alterations made by the Tenant unless the same are insured under the policy referred to in Section 9.D above), except that if, in Landlord's reasonable judgment, the damage would require more than sixty days work to repair, restore, replace, or rebuild if the Leased Premises insurance proceeds (excluding restoration rent insurance) which Landlord anticipates receiving must be applied to repay any mortgages encumbering the Building or are otherwise inadequate to pay the cost of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from then the date of such damage, (b) Landlord shall have the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect right to terminate this Lease by giving written so notifying Tenant, which notice to the other party within thirty shall specify a termination date not less than fifteen (3015) days after its transmission. If Landlord is so required to repair, the work shall be commenced promptly and completed with due diligence. B. During the period when Tenant shall be deprived of possession of the Premises by reason of such damage, Tenant's obligation to pay Base Rent under Section 5 and Operating Expense Allowance under Section 6 shall ▇▇▇▇▇ as of the date of the casualty in the proportion which the damaged area of the Premises bears to the entire Premises (except if the damaged area renders the entire Premises unusable or not reasonably fit for its intended use). C. If Landlord does not restore the Premises or the affected portion to tenantability within one hundred eighty (180) days after such casualty. Furthermore, notwithstanding casualty (provided that the foregoing, in no event shall Landlord's obligation to repair, restore, replacenature of the damage is such that it reasonably could be repaired within one hundred eighty (180) days after commencement of work), or rebuild so commences restoration and pursues the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection same with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises due diligence if restoration cannot be occupied due completed within such one hundred eighty (180) days, Tenant may then terminate this Lease, retroactive to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of casualty; provided, however, such casualty and continuing until one hundred eighty (180) day period shall be extended by causes delaying the earlier work of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of restoration which are beyond Landlord's repair obligation as above statedreasonable control, not to exceed an additional sixty (60) days.

Casualty. In (a) Except as hereinafter provided, if any of the event the Leased Premises Improvements shall be damaged or destroyed during by fire or any other casualty covered by a standard policy of fire and extended coverage insurance, as required pursuant to Section 4.4 hereof, the Termproceeds of such insurance remaining after payment of the costs, Landlord if any, of collection and recovery thereof (the "Net Proceeds)" shall promptly proceed be paid over to repairLessee and Lessee shall, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) extent the Net Proceeds are sufficient therefor, thereafter commence and diligently prosecute to completion, at Lessee's sole expense, the repair or rebuilding of the Improvements or portion thereof which was damaged, in a good and workmanlike manner, in accordance with plans and specifications satisfactory to Lessee and consented to in writing by Lessors, which consent shall not be unreasonably withheld, conditioned or delayed, provided that the Improvements upon completion of such repair or rebuilding shall have a value which is not substantially less than the same condition in which value of the same were Improvements immediately prior to the damage or destruction. (b) Section 10.1(a) notwithstanding, in the event that either (i) the damage or destruction with respect to any building ("Building") which is a part of the Improvements is so extensive that it cannot be rebuilt, restored or repaired as required in Section 10.1(a) within one hundred twenty (120) days after such occurrence, as determined by Lessee in its reasonable judgment, or (ii) any such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage destruction occurs within during the last twelve (12) weeks two years of the Term or any Extended Term, or (d) then Lessee shall have the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect right to terminate this Lease with respect to the damaged or destroyed Building, but no other part of the Premises, by giving written notice thereof to the other party Lessors within thirty sixty (3060) days after the occurrence of such damage or destruction and such termination will be effective retroactively as of the date of such casualty. Furthermoredamage or destruction; provided that, notwithstanding if the foregoingBuilding which suffered such damage or destruction is the main building comprising the Hospital, then Lessee shall have the right to terminate this Lease in no event shall Landlord's obligation its entirety by giving written notice thereof to repair, restore, replace, or rebuild Lessors within sixty (60) days after the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date occurrence of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.damage

Casualty. (i) In the event the Leased Premises shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the material damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks destruction of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, Mortgaged Property or any part thereof, are destroyed Borrower will promptly give written notice to Lender, generally describing the nature and extent of such damage or damaged destruction. No damage to or destruction of the extent Mortgaged Property shall relieve Borrower of its obligation to pay any monetary sum due under the Leased Premises canLoan Documents at the time and in the manner provided in the Loan Documents. 10 (ii) In the event of any damage to or destruction of the Mortgaged Property or any part thereof, Borrower, whether or not the Proceeds, if any, on account of such damage or destruction shall be occupied due sufficient for the purpose, at its expense, shall promptly cause the Restoration to such casualty be commenced and completed. (iii) Proceeds received by Lender and Borrower on account of any occurrence of damage to or destruction of the Mortgaged Property or any part thereof, less the costs, fees and expenses incurred by Lender and Borrower in the collection thereof, including, without limitation, adjuster's fees and expenses and attorneys' fees and expenses (the "Untenantable PremisesNet Insurance Proceeds"), there shall be an abatement paid to (1) Borrower, if the amount of Base Rent due Landlord such Net Insurance Proceeds is less than $100,000 and applied by Tenant Borrower toward the cost of the Restoration, and (2) Lender, if the amount of such Net Insurance Proceeds is $100,000 or greater. Net Insurance Proceeds paid to Lender shall be held and disbursed by Lender, or as Lender may from time to time direct, as the Restoration progresses, to pay or reimburse Borrower for the period cost of time commencing on the date Restoration, upon written request of Borrower accompanied by evidence, reasonably satisfactory to Lender, that (aa) the Restoration is in full compliance with all Applicable Regulations and all private restrictions and requirements, (bb) the amount requested has been paid or is then due and payable and is properly a part of such casualty cost, (cc) there are no mechanics' or similar liens for labor or materials theretofore supplied in connection with the Restoration, (dd) if the estimated cost of the Restoration exceeds the Net Insurance Proceeds (exclusive of Proceeds received from Borrower's business income insurance), Borrower has deposited into an escrow satisfactory to Lender such excess amount, which sum will be disbursed pursuant to escrow instructions satisfactory to Lender, and continuing until the earlier of (aee) the day balance of such Net Insurance Proceeds, together with the funds deposited into escrow, if any, pursuant to the preceding subsection (dd), after making the payment requested will be sufficient to pay the balance of the cost of the Restoration. Upon receipt by Lender of evidence reasonably satisfactory to it that Tenant re-occupies the Untenantable PremisesRestoration has been completed and the cost thereof paid in full, and that there are no mechanics' or similar liens for labor or materials supplied in connection therewith, the balance, if any, of such Net Insurance Proceeds shall be paid to Borrower. If at the time of the damage or destruction to the Mortgaged Property or at any time thereafter an Event of Default shall have occurred and be continuing under the Loan Documents, all Net Insurance Proceeds shall be paid to Lender, and Lender may retain and apply the Net Insurance Proceeds toward the Obligations whether or not then due and payable, in such order, priority and proportions as Lender in its discretion shall deem proper, or (b) thirty (30) days following to cure such Event of Default, or, in Lender's discretion, Lender may pay such Net Insurance Proceeds in whole or in part to Borrower to be applied toward the completion cost of Landlord's repair obligation as above statedthe Restoration. If Lender shall receive and retain Net Insurance Proceeds, the lien of this Mortgage shall be reduced only by the amount received and retained by Lender and actually applied by Lender in reduction of the Obligations.

Casualty. In the event that the Leased Premises Property or any part thereof shall be damaged or destroyed during the Termby fire, Landlord shall promptly proceed to repairflood, restorewindstorm, replacehurricane, earth movement, or rebuild other casualty, Grantor shall notify the Leased Premises City in writing within fourteen (excluding restoration 14) days of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said such notification including what, if any, emergency work has already been completed. No repairs or reconstruction of any type, other than temporary emergency work to completion without delay or interruption. Notwithstanding the forgoing, if the prevent further damage to the Leased Premises is so substantial that (a) Buildings and to protect public safety, shall be undertaken by Grantor without the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving City’s prior written notice to the other party within approval. Within thirty (30) days of the date of damage or destruction, if required by the City, Grantor at its expense shall submit to the City a written report prepared by a qualified restoration architect and an engineer who are acceptable to Grantor and the City, which shall include the following: (i) an assessment of the nature and extent of the damage; (ii) a determination of the feasibility of the restoration of the Property and/or reconstruction of damaged or destroyed portions of the Property; and (iii) a report of such casualty. Furthermorerestoration/reconstruction work necessary to return the Property to the condition existing at the effective date of this instrument. a. If, notwithstanding after reviewing the foregoingreport provided in Paragraph and assessing the availability of insurance proceeds, Grantor and the City agree that the Purpose of this Covenant will be served by such restoration/ reconstruction, Grantor and City shall establish a schedule under which Grantor shall complete the restoration/reconstruction of the Property in no event shall Landlord's obligation accordance with plans and specifications consented to repairby the parties up to at least the total of the casualty insurance proceeds available to Grantor. b. If, restoreafter reviewing the report and assessing the availability of insurance proceeds, replaceGrantor and the City agree that restoration/reconstruction of the Property is impractical or impossible, or rebuild agree that the Leased Premises exceed the amount Purpose of the insurance proceeds received Covenant would not be served by Landlord in connection such restoration/reconstruction, Grantor may, but only with such casualty. In the event prior written consent of the Leased PremisesCity, alter, demolish, remove, or any raze all or part thereofof the Property, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing and/or construct new improvements on the date of such casualty Property. ▇▇▇▇▇▇▇ and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated▇▇▇▇▇▇▇ may agree to extinguish this Covenant pursuant to Paragraph 15.

Casualty. In If the event Premises or the Leased Premises shall be Project is damaged or destroyed destroyed, in whole or in part, by fire or other casualty at any time during the TermTerm and if, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed or any other material portion of the Premises, to substantially the same extent and for substantially the same purpose as Tenant used the Premises prior thereto, and within forty-five (45) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord thereafter shall diligently prosecute said work provide notice to completion without delay Tenant whether the Premises can or interruption. Notwithstanding the forgoing, if the damage cannot be repaired or rebuilt to the Leased Premises is so substantial that condition which existed immediately prior to such destruction or casualty within two hundred seventy (a270) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from following the date of such damage, (b) destruction or casualty and if the damage to the Leased Premises notice from Landlord is so substantial that the estimated repair costs exceed $100,000, Premises cannot be repaired or rebuilt within said two hundred seventy (c270) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingday period, then either party Landlord or Tenant may elect to terminate this Lease by giving written notice to the other party within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of the date negligence or willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such casualtydamage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed to substantially the same extent and for substantially the same purposes as Tenant used the Premises prior thereto. Furthermore, notwithstanding If this Lease is not terminated pursuant to the foregoing, in no event Landlord shall Landlord's obligation to repair, restore, replace, restore or rebuild replace the Leased Premises exceed the amount damaged or destroyed portions of the Premises or Project within a reasonable time, subject to Force Majeure Events and the availability of insurance proceeds received proceeds, and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable, and except that the Term shall be extended by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged a length of time equal to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing beginning on the date of such casualty damage or destruction and continuing until ending upon completion of such restoration or replacement. If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate on the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) date which is thirty (30) days following the completion date of Landlord's the notice of termination. Landlord shall not be obligated to repair any damage to Tenant’s inventory, trade fixtures or other personal property. If the Premises or any portion of the Project are damaged or destroyed by fire or other casualty caused by the willful misconduct of Tenant, its employees, agents, contractors, or invitees, then any repair or restoration of the Premises by Landlord pursuant to the terms of this Section shall be at Tenant’s sole cost and expense. Notwithstanding anything in this Section to the contrary, Landlord shall have no obligation as above statedto repair or restore the Premises or the Project on account of damage resulting from any casualty which occurs during the last twelve (12) months of the Term.

Casualty. If, prior to the Closing Date, all or a portion of the Property is destroyed by fire or other casualty (a “Casualty”), then Seller shall promptly notify Purchaser in writing of such fact (a “Casualty Notice”). (a) In the event that twenty-five (25%) percent or more of any one building on the Leased Premises shall be Property is damaged or destroyed during the Termby Casualty (a “Substantial Casualty”), Landlord shall promptly proceed to repairthen Purchaser may, restoreat its election, replaceeither (i) terminate this Agreement (1) in its entirety, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant 2) solely with respect to the Leased PremisesProperty associated with such damaged or destroyed building (but not with respect to the remaining Property), or (ii) elect to substantially the same condition proceed with Closing in which event the same were immediately prior provisions of Section 15.1(c) below shall apply. In the event that Purchaser fails to provide written notice of its election within forty-five (45) days following Purchaser’s receipt of the Casualty Notice, Purchaser shall be deemed to have elected the alternative set forth in Section 15.1(a)(i)(1). In the event that Purchaser delivers a notice of termination under (1) as aforesaid, then this Agreement shall terminate in accordance with Purchaser’s election; and in the event that Purchaser delivers a notice of termination under (2) above, the Purchase Price shall be adjusted on a pro-rata basis to reflect that such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises building is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, no longer included in this transaction. (b) In the damage event that twenty-five (25%) percent or more of any one building on the Property is damaged or destroyed by a Casualty (a “Building Casualty”), then Purchaser may at its election, either (1) terminate this Agreement solely with respect to the Leased Premises Property associated with such damaged or destroyed building (but not with respect to the remaining Property) or (2) elect to proceed with closing in which event the provisions of Section 15.1(c) below shall apply. If Purchaser elects to terminate this Agreement pursuant to this subsection (b)(1), the Purchase Price shall be adjusted on a pro-rata basis to reflect that such building is so substantial no longer included in this transaction. In the event that Purchaser fails to provide written notice of its election within forty-five (45) days following Purchaser’s receipt of the estimated repair costs exceed $100,000Casualty Notice, Purchaser shall be deemed to have elected the alternative set forth in Section 15.1(b)(1). (c) In the damage occurs within case of any Casualty other than a Substantial Casualty or Building Casualty, then (i) Purchaser shall not have any right or option to terminate this Agreement in its entirety or with respect to any one building, and this Agreement shall continue in effect, (ii) at the last twelve Closing Purchaser shall accept the Property subject to the Substantial Casualty or Building Casualty with no abatement of or credit against the Purchase Price (12except as expressly provided in clause (iii) weeks and (iv) below), and (iii) at the Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller’s interest in and to all insurance proceeds payable in connection with such Casualty (and Seller further agrees not to accept or agree to an amount of insurance proceeds without Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed), and Purchaser shall receive a credit against the TermPurchase Price at the Closing in the amount of any loss deductible payable in connection with such insurance proceeds, or (d) the Building is damaged except to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of that such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replaceproceeds, or rebuild the Leased Premises exceed the amount of the loss deductible, have been applied to restoration prior to Closing; and (iv) if there are not insurance proceeds received available in the full amount of the cost to repair or restore any loss or damage caused by Landlord in connection with such casualty. In a Casualty, including any lost rent (the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"“Repair Costs”), there Purchaser shall be an abatement receive a credit at Closing in the full amount of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedRepair Costs.

Casualty. In If the event the Leased Premises shall be or any portion thereof is damaged by fire or destroyed during the Termother casualty, then, except as provided below, Landlord shall promptly proceed to repair, restore, replace, or rebuild repair and restore the Leased Premises (excluding restoration of any alterations including all improvements, alterations, additions and changes thereto made by Tenant Landlord or Tenant, but excluding Tenant's equipment and fixtures) substantially to the Leased Premises) to substantially the same their condition in which the same were immediately prior to such damage fire or destructionother casualty. Such repair and restoration shall be commenced promptly and completed with due diligence, taking into account the time required by Landlord to effect a settlement with and procure insurance proceeds from the insurer, and Landlord thereafter for delays beyond Landlord's reasonable control. Until the repair and restoration work is completed, the Minimum Annual Rent, the Additional Rent and all other amounts to be paid by Tenant hereunder shall diligently prosecute said work be equitably abated to completion without delay or interruption. Notwithstanding the forgoing, if extent the damage to the Leased Premises as a result of the fire or other casualty interferes with the conduct of Tenant's business at the Premises, as reasonably determined by Tenant. Notwithstanding any of the foregoing provisions of this Section 7.2 to the contrary, if Landlord shall fail to substantially complete the repair and restoration work required to be performed by Landlord hereunder within one hundred eighty (180) days after a fire or other casualty, then Tenant may, by written notice to Landlord, terminate this Lease at any time after such one hundred eight (180) day period but prior to the date such repair and restoration work has been substantially completed. Notwithstanding any of the foregoing provisions of this Section 7.2 to the contrary, if there is so substantial that damage to the Premises as a result of a fire or other casualty and for any reason, including, without limitation, unavailability of adequate insurance proceeds, such damage shall not be susceptible of complete repair within one hundred eighty (a180) days after the repair, restoration or rehabilitation occurrence of such damage cannot reasonably be expected fire or other casualty, then Tenant may, by written notice to be substantially completed within 180 days from Landlord, terminate this Lease as of the date of occurrence of such damagefire or other casualty, (b) the damage provided such notice is given to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days after the occurrence of such fire or other casualty. Notwithstanding any of the foregoing provisions of this Section 7.2 to the contrary, if a portion of the Premises is damaged due to a fire or other casualty during the last year of the Term and if such damage materially and adversely interferes with the conduct of Tenant's business at the Premises as reasonably determined by Tenant, then Tenant may, by written notice to Landlord, terminate this Lease as of the date of occurrence of such fire or other casualty, provided such notice is given to Landlord within thirty (30) days after the occurrence of such fire or other casualty. In the event of the termination of this Lease pursuant to any of the provisions of this Section 7.2, Minimum Annual Rent, Additional Rent and all other amounts to be paid by Tenant hereunder shall be pro rated as of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedtermination.

Casualty. In the event the Leased Premises shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that 12.1 If (a) the repairPremises is damaged by fire or other casualty, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the Building (including any Building System) is damaged by fire or other casualty so that Tenant is deprived of reasonable access to the Premises or any part of the Premises, or the Premises or any part of the Premises, is unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises, Tenant shall give prompt notice to Landlord. Subject to the provisions of this Article 12, (a) Landlord shall, at Landlord’s expense, repair the damage, excluding, the damage to Tenant’s Work or Tenant’s Property and (b) Tenant shall, at Tenant’s expense, promptly remove Tenant’s Property from the Premises to the extent required by Landlord in connection with Landlord’s repair of the damage. Until the repairs to be performed by Landlord are substantially completed, the Rent shall be reduced in proportion to the area of the Premises to which Tenant shall not have reasonable access or which is unusable by Tenant for reasonable conduct of Tenant’s normal business in the Premises. 12.2 If the cost of repairing any damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, Building by fire or other casualty exceeds twenty-five percent (c25%) the damage occurs within the last twelve (12) weeks of the Term, or (d) replacement cost of the Building is damaged as reasonably estimated by a reputable contractor, architect or engineer selected by Landlord, then, whether or not the Premises are damaged, Landlord shall have the right, by notice to Tenant within sixty (60) days following the extent date of the damage, to terminate this lease, provided Landlord simultaneously terminates all other leases in the Building under which 12.3 If a fire or other casualty results in the reduction of Rent pursuant to Section 12.1 with respect to fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereofLandlord shall, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) within thirty (30) days following the completion fire or other casualty, deliver to Tenant, an estimate by a reputable contractor, architect or engineer elected by Landlord of the time required to substantially complete the repair of the Premises. If (a) the estimate exceeds six (6) months following the fire or the casualty (or the remaining Term is less than one (1) year) and (b) there is then no Default, Tenant shall have the right, by notice to Landlord's , within fifteen (15) days following the date Tenant receives the estimate, to terminate this lease effective on the date which is sixty (60) days following the date of its notice, in which event, Tenant shall pay the Rent to the date of termination (or the date of the fire or other casualty for that part of that Premises with respect to which the Rent is reduced pursuant to Section 12.1) and the Term shall expire on that date. 12.4 If (a) this lease is not terminated as provided in this Article 12, (b) the repair obligation as above statedrequired by this Article 12 to be performed by Landlord is not substantially complete six (6) months following the fire or casualty (or, if Section 12.3 applies, within the period set forth in the estimate), and (c) there is then no Default, Tenant shall have the right, by notice to Landlord within ten (10) days following the end of that period, to terminate this lease effect the date which is thirty (30) days following the date of its notice, in which event Tenant shall pay the Rent to the date of termination (or the date of the fire or other casualty for that part of the Premises with respect to which the Rent is reduced pursuant to Section 12.1), and the Term shall expire on that date. 12.5 This Article 12 constitutes an express agreement governing any damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, and any other similar Law shall have no application to a fire or other casualty.

Casualty. In If the event Premises or the Leased Premises shall be Building are totally or partially damaged or destroyed during thereby rendering the TermPremises totally or partially inaccessible or unusable, then Landlord shall promptly proceed to repair, restore, replace, or rebuild diligently repair and restore the Leased Premises (excluding restoration of any alterations made by Tenant to and the Leased Premises) Building to substantially the same condition they were in which the same were immediately prior to such damage or destruction; provided, however, that if in Landlord's reasonable judgment such repair and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding restoration cannot be completed within one hundred and eighty (180) days after the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation occurrence of such damage cannot reasonably be expected to be substantially completed or destruction and Landlord notifies Tenant of same within 180 thirty (30) days from after the date occurrence of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingdestruction, then either party may elect Landlord and Tenant shall each have the right to terminate this Lease by giving written notice to the other party of termination within thirty sixty (3060) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. Notwithstanding the forgoing Landlord shall be under no obligation to repair or restore the EG or the Antenna in the event of any fire or other casualty, same being the sole responsibility of Tenant. If this Lease is not terminated as a result of such casualtydamage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is used and usable while such repair and restoration are being made. FurthermoreLandlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, notwithstanding however, that Landlord shall not be required to repair or restore any of contents of the foregoingPremises (including, without limitation, Tenant's trade fixtures, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if: (1) insurance proceeds are insufficient to pay the full cost of such repair and restoration; (2) the holder of any Mortgage fails or refuses to make such insurance proceeds available for such repair and restoration; (3) zoning or other applicable Laws or regulations do not permit such repair and restoration; or (4) the Building is damaged by fire or casualty (whether or not the Premises has been damaged) to such an extent that Landlord decides, in no event shall Landlord's obligation its sole and absolute discretion, not to repair, restore, replace, rebuild or rebuild reconstruct the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualtyBuilding. In the event the Leased Premises, or any part thereof, are destroyed or damaged Notwithstanding anything herein to the extent contrary, Tenant shall have the Leased Premises canright to terminate this Lease by written notice to Landlord if Landlord does not be occupied due to complete any such casualty repair and restoration work within two hundred fifty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for 250) days after the period of time commencing on the date occurrence of such casualty damage and continuing until the earlier of destruction, such notice to be given within ten (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (3010) days following after the completion expiration of Landlord's repair obligation as above statedsaid two hundred fifty (250) days.

Casualty. In If fire or other casualty damages the event Premises or common areas of the Leased Property necessary for Tenant's use and occupancy of the Premises and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant's agents, officers, employees, contractors, licensees or invitees, then, during the period the Premises is rendered unusable by such damage, Tenant shall be entitled to a reduction in Base Rent in the proportion that the area of the Premises rendered unusable by such damage bears to the total area of the Premises. Notwithstanding anything to the contrary contained in the immediately preceding sentence, if the Property or the Premises, or any part thereof, is damaged by fire or destroyed other casualty before the Commencement Date or during the Termterm of this Lease and (a) such fire or other casualty occurs during the last twelve (12) months of the term of this Lease, or (b) the insurance proceeds received by Landlord in respect of such damage are not adequate to pay the entire cost, as reasonably estimated by ▇▇▇▇▇▇▇▇, of the repair and restoration work to be performed by ▇▇▇▇▇▇▇▇, or (c) the repair and restoration work to be performed by Landlord cannot, as reasonably estimated by ▇▇▇▇▇▇▇▇, be completed within four (4) months after the occurrence of such fire or other casualty, then, in any such event, Landlord shall promptly proceed have the right, by giving written notice to repairTenant within sixty (60) days after the occurrence of such fire or other casualty, restoreto terminate this Lease as of the date of such notice. If Landlord does not exercise the right to terminate this Lease in accordance with this Section 11.1, replace, or rebuild the Leased Premises this Lease shall (excluding restoration of any alterations made by Tenant subject to the Leased Premisesterms of this Section 11.1) remain in full force and effect and Landlord shall repair such damage and restore the Property and the Premises to substantially the same condition in which the same were immediately prior to such damage or destruction, Property and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if Premises existed before the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation occurrence of such fire or other casualty. Landlord shall not be obligated to repair any damage cannot reasonably be expected to, or to be substantially completed within 180 days from make any replacement of, any movable furniture, equipment, trade fixtures or personal property in the date of Premises. Tenant shall, at Tenant's sole cost and expense, repair and replace all such damagemovable furniture, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000equipment, (c) the damage occurs within the last twelve (12) weeks trade fixtures and personal property. A total destruction of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to Property shall automatically terminate this Lease by giving written notice to the other party within thirty (30) days effective as of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedtotal destruction.

Casualty. 22.1 In the event the Leased Premises shall or the Building are damaged by fire or other cause and in Landlord's reasonable estimation such damage can be damaged or destroyed during the Termmaterially restored within one hundred eighty (180) days, Landlord shall promptly proceed forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to repair, restore, replace, or rebuild a proportionate abatement in rent from the Leased Premises (excluding restoration date of any alterations such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to the Leased Premisestime. Within forty-five (45) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within one hundred eighty (b180) days. Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Leased Project, the Building or the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so substantial that delayed. 22.5 Notwithstanding anything to the estimated repair costs exceed $100,000contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, (c) reconstruct, or restore the damage occurs within Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) weeks months of the TermTerm or any extension thereof, or (d) the Building is damaged but if Landlord determines not to the extent of fifty percent (50%) or more repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the monetary value thereof and Landlord elects not to rebuild Premises untenantable Tenant shall have the Building, then either party may elect right to terminate this Lease by giving written notice to the other party Landlord within thirty fifteen (3015) days after receipt of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord notice; and (b) in connection with such casualty. In the event the Leased Premises, holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any part thereof, are destroyed or damaged to the extent the Leased Premises cannot insurance proceeds be occupied due applied to such casualty indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen ("Untenantable Premises")15) days after such requirement is made by any such holder, there whereupon this Lease shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing end on the date of such casualty damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to the Building or the Premises by any peril covered by the provisions of this Article 22, it shall be Tenant's responsibility to properly secure the Premises and continuing until upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the earlier property belonging to Tenant or its licensees from such portion or all of (athe Building or Premises as Landlord shall request. 22.7 Tenant hereby waives any and all rights under and benefits of Sections 1932(2) and 1933(4) of the day that Tenant re-occupies the Untenantable PremisesCalifornia Civil Code, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedany similar or successor regulations or other laws now or hereinafter in effect.

Casualty. In the event the Leased Premises shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration case of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Building on the Lot by fire or other casualty occurring during the term of this Lease or previous thereto, which renders the Premises is wholly untenantable so substantial that the same cannot be repaired within one hundred twenty (a120) days from the repair, restoration or rehabilitation happening of such damage cannot reasonably be expected to be substantially completed within 180 days damage, then the term hereby created shall, at the option of Landlord or Tenant, terminate from the date of such damage, (b) . In the damage event Landlord elects to terminate the Lease for any reason which is due to the Leased Premises is so substantial that inability to restore the estimated repair costs exceed $100,000, (c) the damage occurs same within the last twelve one hundred twenty (12120) weeks of the Termday period, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party shall so notify Tenant within thirty (30) days of the date happening of the fire or casualty, and in such event Tenant shall immediately surrender the Premises and shall pay rent only to the time of such casualty. Furthermore, notwithstanding damage and Landlord may re-enter and repossess the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount free and clear of the insurance proceeds received by Landlord in connection with such casualtyany rights of Tenant under this Lease. In the event Landlord can restore the Leased PremisesPremises within one hundred twenty (120) days, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there it shall be an abatement of Base Rent due Landlord by so notify Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) within thirty (30) days following after the completion happening of the fire or casualty and the Lease shall remain in full force and effect during the period of Landlord's repair obligation as above statedrestoration, except that rent and additional rent shall ▇▇▇▇▇ while the repairs and restoration are being made, but the rent shall recommence upon restoration of the Premises and delivery of the same by Landlord to Tenant. Landlord agrees that it will undertake reconstruction and restoration of the damaged Premises with due diligence and reasonable speed and dispatch.

Casualty. 22.1 In the event the Leased Premises shall or the Building are damaged by fire or other cause and in Landlord's reasonable estimation such damage can be damaged or destroyed during the Termmaterially restored within one hundred eighty (180) days, Landlord shall promptly proceed forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to repair, restore, replace, or rebuild a proportionate abatement in rent from the Leased Premises (excluding restoration date of any alterations such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to the Leased Premisestime. Within forty-five (45) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within one hundred eighty (b180) days, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Leased Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within forty-five (45) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so substantial that delayed. 22.5 Notwithstanding anything to the estimated repair costs exceed $100,000contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, (c) reconstruct, or restore the damage occurs within Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) weeks months of the TermTerm or any extension thereof, or (d) the Building is damaged but if Landlord determines not to the extent of fifty percent (50%) or more repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the monetary value thereof and Landlord elects not Premises untenantable or if the condition of the Premises prevents or materially interferes with Tenant's use of the Premises for the purpose for which it was being used immediately prior to rebuild such damage, Tenant shall have the Building, then either party may elect right to terminate this Lease by giving written notice to the other party Landlord within thirty fifteen (3015) days after receipt of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord notice; and (b) in connection with such casualty. In the event the Leased Premises, holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any part thereof, are destroyed or damaged to the extent the Leased Premises cannot insurance proceeds be occupied due applied to such casualty indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen ("Untenantable Premises")15) days after such requirement is made by any such holder, there whereupon this Lease shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing end on the date of such casualty damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant's responsibility to properly secure the Premises and continuing until upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the earlier property belonging to Tenant or its licensees from such portion or all of (a) the day that Tenant re-occupies the Untenantable Premises, Building or (b) thirty (30) days following the completion of Landlord's repair obligation Premises as above statedLandlord shall request.

Casualty. 15.01. In the event that all or any part of the Leased Premises shall be Office is damaged or destroyed during by fire or other casualty ("CASUALTY"), this Lease shall remain in full force and effect; provided, however, that in the Termevent the damage or destruction is so extensive as to amount to a Total Loss (as such term is defined below) of the Office or the Project, this Lease shall terminate as of the date of the Casualty. In the event this Lease is not terminated pursuant to the provisions of the immediately preceding sentence, Landlord shall promptly proceed repair or restore the Office provided: (i) the entire cost of repair and restoration is paid out of the proceeds of the Project's Insurance; (ii) the holders of any mortgages, deeds of trust, ground and master leases encumbering the Project, consent to repairthe application of the proceeds of the Project's Insurance to the cost of repair and restoration; (iii) the damage or destruction does not result in the termination of any underlying or ground lease; (iv) the damage or destruction was not caused, restore, replaceby any intentional tort, or rebuild violation of Law on the Leased Premises part of Tenant or any person permitted in the Office by Tenant; (excluding restoration v) there are at least three years remaining in the term of this Lease or any alterations made by Tenant to renewal term then in effect; and (vi) within 30 days after the Leased Premises) to substantially date of the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work gives Tenant notice of Landlord's intention to completion without delay repair or interruptionrestore. Notwithstanding In the forgoingevent Landlord does not give the notice provided for in the immediately preceding clause (vi), if the damage to the Leased Premises is so substantial that (a) the repair, restoration Tenant or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days as of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, damage or rebuild destruction by notice given within 120 days after the Leased Premises exceed the amount date of the insurance proceeds received by Landlord in connection with such casualtydamage or destruction. In the event Landlord elects to repair or restore the Leased PremisesOffice subject to and in accordance with clauses (i) through (vi) of this Section 15.01, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there Landlord shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty commence and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following prosecute the completion of Landlord's such repair obligation or restoration with reasonable diligence, taking into account the amount of time which may be required to effect a settlement with or otherwise collect the insurance proceeds from the insurer(s). In the event this Lease is not terminated as above stated.a result of the damage or destruction and Landlord is

Casualty. In the event If the Leased Premises shall be or the Building are destroyed or damaged or destroyed during the Termby fire, Landlord shall promptly proceed to repair, restore, replaceearthquake, or rebuild other casualty to the extent that the Leased Premises (excluding restoration are untenantable in whole or in part, then Landlord shall, except as provided below, proceed with reasonable diligence to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged, and during the period of any alterations made by Tenant such rebuilding and restoration, this Lease shall remain in full force and effect, and Rent shall be abated in the same ratio as the square footage in the portion of the Leased Premises rendered untenantable, if any, shall bear to the total square footage in the Leased Premises. If Landlord shall reasonably determine that such destruction or damage cannot be rebuilt and restored within one-hundred-eighty (180) to substantially days of the same condition in which occurrence, it shall so notify Tenant within sixty (60) days after the same were immediately prior to occurrence of such damage or destruction. In such event, and either Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoingTenant may, if the damage to the Leased Premises is so substantial that within twenty (a20) the repairdays after such notice, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days as of the date of such casualty. FurthermoreIf neither party terminates this Lease during such twenty (20) day period, notwithstanding this Lease shall remain in effect and Landlord shall diligently proceed to rebuild and restore the foregoingLeased Premises, and Rent shall abat▇ ▇▇ set forth above. Anything in this Lease to the contrary notwithstanding, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased PremisesPremises are rendered untenantable due to the fault or neglect of Tenant, its agents, employees, invitees, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises")licensees, there shall be an no abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedunder this Paragraph 11.

Casualty. In the event the Leased Premises shall be damaged With respect to any loss or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that Amphitheater or to any other Improvements on the Property as a result of fire or other casualty, and: (i) such loss occurs during the last ten (10) years of the Initial Term, or occurs after Tenant has exercised its Renewal Option, but during the last ten (10) years of the Renewal Term: (a) if such loss is a Substantial Loss (hereinafter defined), whether or not such loss is an Insured Loss, Tenant shall have the repair, restoration or rehabilitation of such damage cannot reasonably be expected right to be substantially completed within 180 days from terminate the date of such damage, Lease; (b) if such loss is not a Substantial Loss and is an Insured Loss (hereinafter defined), Tenant shall be obligated to rebuild or repair the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, Improvements; (c) if such loss is neither a Substantial Loss nor an Insured Loss, and the damage cost to rebuild or repair the damaged Improvements will be equal to or greater than the Repair Amount (hereinafter defined), Tenant shall have the right to terminate the Lease; (d) if such loss is neither a Substantial Loss nor an Insured Loss, and the cost to rebuild or repair the damaged Improvements will be less than the Repair Amount, Tenant shall be obligated to rebuild or repair the Improvements; (ii) such loss occurs within prior to the last twelve ten (1210) weeks years of the Initial Term, or (d) the Building is damaged occurs after Tenant has exercised its Renewal Option, but prior to the extent of fifty percent last ten (50%10) or more years of the monetary value thereof Renewal Term: (a) if such loss is an Insured Loss, whether or nor such loss is a Substantial Loss, Tenant shall be obligated to rebuild or repair the Improvements; (b) if such loss is not an Insured Loss, and Landlord the cost to rebuild or repair the damaged Improvements will be less than the Repair Amount, Tenant shall be obligated to rebuild or repair the Improvements; (c) if such loss is not an Insured Loss, and the cost to rebuild or repair the damaged Improvements will be equal to or greater than the Repair Amount, Tenant may, but shall not be obligated to, rebuild or repair the Improvements, and, if Tenant elects not to rebuild or repair the BuildingImprovements, then either party may elect Tenant shall continue to terminate this Lease by giving written notice be obligated to pay the other party within thirty Minimum Rent and Additional Rent; if, after five (305) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days years following the completion loss, the Improvements have not been rebuilt or repaired, Landlord shall have the right to notify Tenant of Landlord's intention to terminate the Lease, and Tenant shall have a period of six (6) months to elect to rebuild or repair obligation as above statedthe Improvements, and, if Tenant commences such rebuilding or repairs within said six (6) month period, the Lease shall not be terminated.

Casualty. In DAMAGE Except as provided below, in the event of partial or total destruction of the Leased Premises shall be damaged or destroyed Building during the TermTerm by fire or other casualty, the Landlord shall shall, as promptly proceed to as practicable after receipt of any insurance proceeds available as a result of such casualty, repair, restore, replace, reconstruct or rebuild replace the Leased Premises (excluding restoration portions of any alterations made by Tenant the Building destroyed as nearly as possible to the Leased Premises) to substantially the same their condition in which the same were immediately prior to such damage or 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. During the period of such repair, reconstruction and Landlord thereafter replacement there shall diligently prosecute said work be an equitable abatement of Basic Rent hereunder for up to completion without delay or interruption. Notwithstanding one (1) year from the forgoing, if the damage date of such casualty in proportion to the Leased Premises loss of usable floor area in the Building. If the Building is so substantial extensively destroyed by fire or other casualty that (a) the repair, restoration an independent engineer or rehabilitation of such damage architect certifies that it cannot reasonably be expected to be substantially completed susceptible of repair, reconstruction or replacement within 180 days a period of six (6) months from the date of such damage, (b) the damage work were to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Termcommence thereon, or (d) if any damage results from causes or risks not required to be insured against by the Building is damaged Landlord hereunder or if any Mortgagee refuses to the extent of fifty percent (50%) make such net proceeds available for such repair, reconstruction or more of the monetary value thereof and Landlord elects not to rebuild the Buildingreplacement, then either party of the Landlord or the Tenant may elect to terminate this Lease by giving written notice to the other party within thirty (30) days after the date of such destruction. Provided further, that if, despite diligent efforts, the Landlord has been unable to restore the Premises to their condition prior to such destruction within nine (9) months following the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount then either of the insurance proceeds received Landlord or the Tenant may terminate this Lease by Landlord in connection with such casualtywritten notice to the other. In the event the Leased Premisesof any such notice of termination, or any part thereofthis Lease shall terminate as of, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there and Basic Rent and Additional Rent shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on appropriately apportioned through and abated from and after, the date of such casualty and continuing until the earlier notice of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedtermination.

Casualty. In Section 13.1 If (a) the event the Leased Premises shall be are damaged by fire or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replaceother casualty, or rebuild (b) the Leased Building (including any Building system) is damaged by fire or other casualty so that Tenant is deprived of reasonable access to the Premises (excluding restoration or so that the Premises or any part of any alterations made the Premises is unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises, Tenant shall give prompt notice to Landlord. Subject to the Leased Premisesprovisions of this Article (i) to substantially the same condition in which the same were immediately prior to such damage or destructionLandlord shall, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoingat Tenant’s expense, if repair the damage to the Leased Premises, excluding the damage to Tenant’s Work or Tenant’s Property and (ii) Tenant shall, at Tenant’s expense, promptly remove ▇▇▇▇▇▇’s Property from the Premises to the extent required by Landlord in connection with Landlord’s repair of the damage and shall promptly after Landlord's substantial completion of the repair to the Premises, commence to diligently repair Tenant's Work and Tenant's Property in order to resume its normal business in the Premises. Until the repairs to be performed by Landlord are substantially completed, the Rent shall be reduced in proportion to the area of the Premises to which Tenant shall not have reasonable access or which is so substantial that unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises and which ▇▇▇▇▇▇ does not actually use. Section 13.2 If (a) the repairPremises are rendered wholly untenable, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises are damaged by any cause which is so substantial that the estimated repair costs exceed $100,000not covered by Landlord’s insurance, or (c) the damage occurs within Premises are damaged in whole or in part during the last twelve two (122) weeks years of the Term, or (d) the Building is damaged cost of repairing any damage to the extent of fifty Building by fire or other casualty exceeds seventy-five percent (5075%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part replacement cost thereof, are destroyed as reasonably estimated by a reputable contractor, architect or damaged engineer selected by Landlord, Landlord shall have the right, by notice given to the extent the Leased Premises cannot be occupied due to such casualty Tenant within sixty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (3060) days following the completion date of Landlord's repair obligation the damage, to terminate this lease. If this lease is terminated pursuant to this Section, the Term shall expire on the fifteenth (15th) day after the notice is given as above statedfully and completely as if such date were the stated Expiration Date. Section 13.3 This Article constitutes an express agreement governing any damage to or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, and any other similar Laws shall have no application to a fire or other casualty.

Casualty. In (a) If at any time during the event Term hereof the Leased Premises shall be damaged or destroyed during in whole or in part by fire or other casualty or by the Termelements, Landlord except as hereinafter provided, Landlord, at Landlord's expense to the extent of the available insurance proceeds, shall promptly proceed to and with due diligence repair, restore, replace, or rebuild and restore the Leased Premises (excluding restoration of any alterations made by Tenant as nearly as practicable to the Leased Premises) to substantially the same condition in which the same were thereof existing immediately prior to such damage or destruction. If the Premises shall be so damaged or destroyed that Tenant cannot carry on its normal business operations in the entire Premises, then Base Rent and Landlord thereafter additional rent shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage abate in proportion to the Leased gr▇▇▇▇ floor area of the Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days usable for Tenant's normal business operations from the date of such damagedamage or destruction until the Premises are restored. Tenant waives the protection of any law which grants a tenant the right to terminate a lease in the event of the destruction of a leased property, and agrees that the provisions of this paragraph shall govern in the event of any destruction of the Premises. Landlord shall not be required to repair improvements or alterations to the Premises made by Tenant, other than the initial Alterations. (b) Landlord shall have the damage option to terminate this Lease if all or a substantial portion of the Leased Premises or the Shopping Center is damaged or destroyed by fire or other casualty or by the elements during the Term, or if more than twenty-five (25%) percent of the ground floor area of the Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within damaged or destroyed during the last twelve two (122) weeks years of the Term, or (d) if Landlord does not receive sufficient insurance proceeds to restore the Building is damaged to the extent of fifty percent (50%) Premises or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party Shopping Center. This option may elect to terminate this Lease be exercised by giving written notice to the other party Tenant within thirty one hundred eighty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30180) days following occurrence of such damage or destruction. (c) Landlord shall not be deemed to have received insurance proceeds for the completion restoration of the Premises or Shopping Center until and unless such insurance proceeds are actually delivered to Landlord, and Landlord's mortgagee has, in writing, agreed that Landlord may use such proceeds for the repair obligation as above statedand restoration of the Premises or Shopping Center.

Casualty. In (a) If any of the Purchased Assets are damaged or destroyed by casualty loss during the Interim Period, then the Seller shall promptly, and in any event within five (5) Business Days of such casualty loss, engage an Independent Architect (and, if the Leased Premises shall be Seller does not so engage an Independent Architect, then Buyer may engage an Independent Architect) to prepare a report as to the Restoration Costs and rated capacities of such Purchased Assets (an “Independent Casualty Report”). (b) Subject to Section 6.10(c), if any of the Purchased Assets are damaged or destroyed during the TermInterim Period, Landlord then Seller, in its sole discretion, within forty-five (45) days after receipt of the applicable Independent Casualty Reports, shall promptly proceed elect by written notice to repairBuyer to either (i) at its sole cost and expense, complete, or cause to be completed, the restoration, repair or replacement of such Purchased Assets to a condition reasonably comparable to their prior condition or (ii) reduce the amount of the Purchase Price by the aggregate Restoration Cost in respect of such Purchased Assets. Subject to Section 6.10(c), if Seller elects to restore, replacerepair or replace such damaged or destroyed Purchased Assets, then the Seller shall restore, repair or replaced such damaged or destroyed Purchased Assets prior to Closing and the Closing Date shall be postponed for the amount of time reasonably necessary to complete such restoration, repair or replacement (provided that, in no circumstance shall the Outside Date be extended unless consented to in writing by the Buyer). Subject to Section 9.1(c), such casualty loss shall not affect the Closing, except with respect to the Closing Date. (c) Notwithstanding Section 6.10(b), if (i) the aggregate Restoration Cost in respect of all damaged or destroyed Purchased Assets is more than an amount equal to $20,000,000 in the aggregate or (ii) any damage or destruction of the Purchased Assets prevents the generation of electricity by or from Purchased Assets having rated capacities of 10 megawatts or more in the aggregate, in each case as set forth in the Independent Casualty Reports, then Buyer, in its sole discretion, within forty-five (45) days after receipt of the applicable Independent Casualty Reports, may elect by written notice to Seller to either (i) require Seller, at its sole cost and expense, to restore, repair or replace such damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition, (ii) reduce the amount of the Purchase Price by such aggregate Restoration Cost or (iii) terminate this Agreement. If Buyer elects to require Seller to restore, repair or replace such damaged or destroyed Purchased Assets, Seller shall complete, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant cause to be completed, such restoration, repair or replacement prior to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destructionClosing, and Landlord thereafter the Closing Date shall diligently prosecute said work be postponed for the amount of time reasonably necessary to completion without delay complete such restoration, repair or interruptionreplacement (provided that, in no circumstance shall the Outside Date be extended unless consented to in writing by Buyer). Notwithstanding the forgoingSubject to Section 9.1(c), if Buyer elects to require Seller to restore, repair or replace the damage damaged or destroyed Purchased Assets or reduce the Purchase Price, such casualty loss shall not affect the Closing, except with respect to the Leased Premises is so substantial that Closing Date. If Buyer does not provide Seller written notice of its election within forty-five (a45) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from after the date of such damage, (b) receipt by the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks Buyer of the Termapplicable Independent Casualty Reports, or Buyer shall be deemed to have elected to terminate this Agreement. (d) For the Building avoidance of doubt, in the event Seller is required to restore, repair or replace the damaged or destroyed Purchased Assets pursuant to this Section 6.10 and any of the Acquired Companies following Closing receives any insurance proceeds with respect to such casualty event that cover such repair or replacement cost, Seller shall be entitled to be reimbursed by Buyer with such insurance proceeds actually received (net of any costs and expenses incurred in connection with receiving such proceeds, net of any increase to premiums, and net of any deductibles paid or payable) to the extent of fifty percent (50%) the repair or more replacement cost paid by Seller and Buyer shall promptly reimburse Seller from such insurance proceeds to the extent of the monetary value thereof repair or replacement cost paid by Seller. (e) If any Purchased Assets are damaged or destroyed by casualty loss at any time prior to the Closing and Landlord elects the Independent Casualty Report related to such Purchased Assets is not received by the Buyer at least five (5) Business Days prior to rebuild the BuildingClosing Date, then either party may elect the Closing Date shall be postponed to terminate this Lease by giving written notice to a date that is not earlier than five (5) Business Days after the other party within thirty Buyer has received such Independent Casualty Report (30) days of the date of such casualty. Furthermore, notwithstanding the foregoingprovided that, in no event circumstance shall Landlord's obligation the Outside Date be extended unless consented to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received in writing by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"Buyer), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.

Casualty. In 11.1 If the event Premises are totally destroyed by fire or other casualty, provided neither Lessor nor Lessee were responsible for the Leased Premises casualty, both Lessor and Lessee shall be damaged or destroyed during have the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises option of terminating this Lease upon giving written notice at any time within thirty (excluding restoration of any alterations made by Tenant to the Leased Premises30) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damagedestruction, (b) and if the damage Lease be so terminated, all rent shall cease as of the date of such destruction and any prepaid rent and other payments shall be immediately refunded to the Leased Lessee. 11.2 If such Premises is so substantial that the estimated repair costs exceed $100,000are substantially damaged by fire or other casualty, (c) the damage occurs or totally destroyed thereby and neither party elects to ter- minate this Lease within the last twelve (12) weeks provisions of the TermSection 11.1 above or Section 11.3 below, or (d) the Building is or the Premises are not substantially destroyed or damaged by fire or other casualty, to the extent of fifty percent (50%) or more certain of the monetary value thereof and Landlord elects not to rebuild the Buildingbusiness of Lessee can reasonably be conducted therein, then either party may elect Lessor agrees, at Lessor's sole cost and expense, to restore the Premises to a kind and quality substantially similar to that immediately prior to such destruction or damage. Said restoration shall be commenced within a reasonable time and completed without delay on the part of Lessor and in any event shall be accomplished within ninety (90) days from the date of the fire or other casualty. In such case, all rents and other payments paid in advance shall be proportioned as of the date of damage or destruction and all rent there- after accruing shall be equitably and proportionately suspended and adjusted according to the nature and-extent of the destruction or damage, pending completion of rebuilding, restoration or repair, except that in the event the destruction or damage is so extensive as to make it unfeasible for Lessee to conduct Lessee's business in the Premises, the rent shall be completely abated until the Premises are timely restored by Lessor as provided herein, or until Lessee resumes use and occupancy of the Premises, whichever shall first occur. The Lessor shall not be liable for any inconvenience or interruption of business of the Lessee occasioned by fire or other casualty, unless Lessor was a contributing cause. 11.3 If Lessor undertakes to restore, rebuild or repair the Premises, and such restoration, rebuilding or repair is not accomplished within ninety (90) days, and such failure does not result from causes beyond the control of Lessor, Lessee shall have the option to complete the repairs and restoration at Lessor's expense and be reimbursed by Lessor or reduce the rentals by said costs of repairs and restoration, or Lessee has the right to terminate this Lease by giving written notice to the other party Lessor within thirty (30) days after expiration of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty said ninety ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a90) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedperiod.

Casualty. In Upon the event occurrence of any material casualty, loss, damage or destruction to the Leased Premises Sale Assets prior to the LMA Commencement Date, Connoisseur Sellers shall be promptly give Buyer written notice setting forth in detail the extent of such loss, damage or destruction and the cause thereof if known. Connoisseur Sellers shall use their reasonable efforts promptly (a) to recover any related insurance proceeds, and (b) to commence and thereafter to diligently proceed to repair or replace any such lost, damaged or destroyed property, provided, however, that if Connoisseur Sellers shall have complied with Section 6.1(b)(ii) hereof, then, except as Sellers may otherwise agree in writing, Sellers shall have no obligation to incur any costs or expenses for such repair or replacement beyond collected insurance proceeds. Notwithstanding the terms of this Agreement and the LMA, Sellers shall have not fewer than ninety (90) days after the occurrence of such loss, damage or destruction to complete the repair or replacement of such lost, damaged or destroyed property, the LMA Commencement Date (or the Closing, if the LMA Commencement Date has not occurred) shall be extended, if necessary, and Buyer shall not have the right to terminate this Agreement during such ninety (90) day period on the Termbasis that the conditions set forth in Section 2(b)(i) of the LMA or Article VII of this Agreement are not or will not be satisfied as a result of such loss, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction. If the repair or replacement of any such lost, and Landlord thereafter shall diligently prosecute said work damaged or destroyed property is not substantially completed on or prior to completion without delay the ninetieth (90th) day after the occurrence of such loss, damage or interruption. Notwithstanding the forgoingdestruction (or, if later, the damage date upon which the LMA Commencement Date or the Closing would otherwise occur), Buyer may nonetheless elect to commence operations under the LMA or effect the Closing, as applicable (subject to the Leased Premises is so substantial that (a) the repair, restoration satisfaction or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks waiver of the Term, or (dconditions set forth in Section 2(b)(ii) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the BuildingLMA or Article VIII of this Agreement, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoingas applicable), in no event which event, at the Closing (i) Connoisseur Sellers shall Landlord's obligation assign to repair, restore, replace, or rebuild Buyer the Leased Premises exceed the amount portion of the insurance proceeds received not previously expended by Landlord Connoisseur Sellers, up to an amount sufficient to permit Buyer to complete the repair or replacement of repair or replace the damaged or destroyed property, and (ii) Buyer shall accept the damaged Sale Assets in connection with their damaged condition. The fact that any such casualty. In loss, damage or destruction has occurred shall result in a delay in the event commencement of operations under the Leased PremisesLMA or the Closing contemplated by this Article XII only if, after giving effect thereto, the condition set forth in Section 2(b)(i)(A) of the LMA or any part thereofSection 7.1 of this Agreement, are destroyed or damaged to the extent the Leased Premises canas applicable, is not be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedsatisfied.

Casualty. In the event of any damage to or destruction of the Leased Premises Premises, by fire or other casualty, which materially and adversely affects Tenant’s use and enjoyment of such Building for the purposes specified in this Lease, then either Landlord or Tenant shall be damaged have the right, no later than ninety (90) days after such party becomes aware of such damage or destroyed during destruction, to terminate this Lease upon thirty (30) days’ prior written notice to the Termother, with respect to the Building(s) so affected. In the event of any damage or destruction which is not so extensive, or in the event that neither Landlord nor Tenant elects to terminate this Lease as to any Building pursuant to the preceding sentence, then this Lease shall promptly proceed continue in full force and effect, and Landlord will, to the extent proceeds of insurance are available therefor, repair, restore, replacerebuild and/or replace the Building(s) and fixtures and building equipment destroyed in such casualty, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant substantially to the Leased Premises) to substantially the same condition they were in which the same were immediately prior to such damage or destruction, . Any such work shall be done in a good and workmanlike manner and in accordance with all Legal Requirements and the terms and provisions of this Lease. In no event shall Landlord thereafter shall diligently prosecute said work be obligated to completion without delay or interruptionincur costs which are not covered by Landlord’s property insurance. Notwithstanding In the forgoing, if the damage to the Leased Premises is so substantial that (a) the event Landlord does not commence such repair, restoration or rehabilitation replacement within a reasonable amount of time, but in any event within one hundred sixty (160) days of such damage cancasualty, and/or does not pursue the work to completion in a reasonably be expected expeditious manner, Tenant shall give written notice thereof to Landlord, and if Landlord does not thereafter commence or resume such work as required hereunder within five (5) days, Tenant may terminate this Lease, with respect to the Building(s) so affected, Lease by further written notice to Landlord (such termination to be substantially completed within 180 days effective upon Landlord’s receipt of such further written notice). Upon any termination of this Lease as to any Building under this Section 13, this Lease shall terminate as to such Building and neither Landlord nor Tenant shall have any further liability to each other hereunder with respect thereto, except for such obligations that are expressly stated to survive the termination hereof. If Tenant so terminates this Lease as to less than all of the Buildings, then the Base Rent shall be reduced to the amount allocated on Exhibit B to the Building(s) that continue to be subject to this Lease after such termination. As to any Building affected by such casualty, from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks casualty until completion of the Term, work (or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate until Tenant terminates this Lease by giving written notice as permitted hereunder), the Base Rent for such Building shall be proportionately reduced to reflect the other party within thirty (30) days portion of the date such Building rendered unusable to Tenant as a result of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.

Casualty. In If the event the Leased Premises Project shall be damaged by fire or destroyed during other casualty and (i) the Term, risk is covered by insurance carried or required to be carried by Landlord shall promptly proceed to repair, restore, replace, hereunder (whether or rebuild not actually maintained by Landlord) and the Leased Premises (excluding restoration cost of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to repairing such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of greater than fifty percent (50%) or more of the monetary value then full replacement cost thereof, or (ii) the damage results from a risk not covered by insurance maintained or required to be maintained (whether or not actually maintained by Landlord) pursuant to this Lease to an extent less than twenty percent (20%) of the replacement cost of the Project, or (iii) Tenant has the right to terminate this Lease as provided below and does not terminate this Lease, then, subject to the following provisions of this Article, Landlord shall repair the Project (including all leasehold improvements in the Premises) to the condition prior to the casualty. If repairs are not commenced within ninety (90) days of the casualty, diligently prosecuted thereafter, or substantially completed within two hundred seventy (270) days after the commencement of such repairs, Tenant may terminate this Lease by giving written notice to Landlord or Tenant may restore and offset the costs of restoration, plus interest at the Default Interest Rate, against Rent. The Rent required to be paid hereunder shall be abated in proportion to the portions of the Premises, if any, which are rendered untenantable by fire or other casualty hereunder until repairs of the Project are completed, or if the Project are not repaired, until the termination date hereunder. Notwithstanding the foregoing, if the Project is damaged by fire or other casualty to an extent greater than twenty percent (20%) of the then full replacement cost thereof and Landlord elects not to rebuild the Buildingresulting from an act of war, then either party may elect Landlord shall have the right to terminate this Lease by giving written notice to the other party Tenant. If Landlord fails to give Tenant such written notice within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion occurrence of such casualty, then Landlord shall repair the Project as set forth above. If the Project shall be damaged (a) by fire or other casualty not covered by insurance maintained or required to be maintained (whether insured or not) by this Lease to an extent greater than twenty percent (20%) of the replacement cost of the Project, or (b) the damage results from a risk covered by insurance maintained or required to be maintained by this Lease to an extent greater than fifty percent (50%) of the then full replacement cost thereof, then Tenant may terminate this Lease by giving written notice to Landlord's ; if Tenant fails to deliver such notice within thirty (30) days following the occurrence of such casualty, then Landlord shall diligently proceed to repair obligation the Project (including all leasehold improvements in the Premises) to the condition prior to the casualty, failing which Tenant may terminate this Lease by delivering written notice thereof to Landlord or Tenant may restore and offset the costs of restoration, plus interest at the Default Interest Rate, against Rent. If a casualty damages any portion of the Project which renders any portion of the Premises reasonably impracticable for the conduct of Tenant’s business, and if, in the reasonable determination of Landlord which shall be made within thirty (30) days following the date of the casualty, the damaged property cannot be repaired so as above statedto make the Premises tenantable within two hundred seventy (270) days from the date of commencement of repairs, then Tenant shall have the right to terminate this Lease by notifying Landlord in writing of such termination within sixty (60) days of the casualty. If this Lease is terminated as provided above, all Rent shall be apportioned and paid up to the termination date. Landlord shall not be required to repair or replace any personal property of Tenant.

Casualty. In (a) If the event the Leased Premises shall be partially damaged by fire or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if other casualty so that the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot can reasonably be expected to be substantially completed repaired by Landlord within 180 days from the date of the damage (90 days for any casualty during the last year of the Term), then the damage shall be diligently repaired by and at the expense of Landlord, and the Rent until such damage, repairs shall be made shall be apportioned according to the part of the Premises which is tenantable. (b) If the Premises is rendered wholly untenantable by fire or other casualty or is partially damaged so that the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs cannot reasonably be repaired by Landlord within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) 270 days of the date of the damage (as determined by an independent architect or contractor selected by Landlord), then in any of such events Landlord or Tenant may, within 30 days after such casualty (or in Tenant’s case not sooner than 15 days after receipt of the estimated restoration time from Landlord), give the other party a notice in writing of intention to terminate this Lease, and thereupon the Term shall expire, effective the date of the casualty, and Tenant shall vacate the Premises and surrender the same to Landlord within 30 days after the date of the termination notice, provided that for any casualty during the last year of the Term, the restoration period shall be 90 days, rather than 270 days. FurthermoreIf neither party elects to terminate this Lease, notwithstanding the foregoingprovisions of Article 15(a) shall govern. (c) Landlord shall not be liable for any damage to, in no event shall Landlord's obligation or be required (under any provision of this Lease or otherwise) to repair, restore, restore or replace, any property in the Premises, nor be liable to Tenant for damage arising from rain or rebuild snow or from the Leased Premises exceed bursting, overflowing or leakage of water, steam or gas pipes or defect in the amount plumbing, HVAC, mechanical or electrical systems of the insurance proceeds received by Landlord in connection with such casualty. In Premises unless resulting from the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion gross negligence of Landlord's repair obligation as above stated, Tenant not being contributorily negligent.

Casualty. a. In case of damage to or destruction of the event Building or the Leased Premises by fire or other casualty, Tenant shall be damaged or destroyed during the Termgive immediate written notice to Landlord. In such event, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving upon written notice to the other party Tenant within thirty ninety (3090) days of the date of such casualty. FurthermoreIn the event Landlord does not elect to terminate this Lease, notwithstanding after receipt of sufficient insurance proceeds, Landlord shall restore, repair and rebuild the foregoingPremises as nearly as practical to the condition the Premises was in immediately prior to such casualty, and Base Rent shall equitably ▇▇▇▇▇ based on the nature and extent of the Premises so damaged from the date of the casualty until the date that the Premises is substantially repaired or restored. All insurance proceeds in connection with any casualty shall be payable to Landlord. In no event shall Landlord's obligation Landlord be required to repairrepair or restore any damage to Tenant’s equipment, restoretrade fixtures or other personal property. b. Notwithstanding anything to the contrary contained in this Section 17, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased PremisesBuilding and/or the Premises are damaged by fire or other casualty, or any part thereof, are destroyed or damaged Landlord shall have the right to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) terminate this Lease upon thirty (30) days following written notice to Tenant if (i) any lender holding a mortgage or deed of trust encumbering the completion Building or the Land requires that any portion of Landlord's the insurance proceeds be applied to such indebtedness; (ii) a material portion of the Building or the Premises is damaged such that Landlord determines it would not be feasible to repair obligation such damage; or (iii) Landlord does not (or will not (as above stateddetermined by Landlord in its sole discretion) actually receive sufficient insurance proceeds to pay for all such repairs and restoration.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees to promptly restore and repair the Leased Premises; provided, however, Landlord's obligation hereunder shall be damaged or destroyed limited to the reconstruction of such of the tenant finish improvements as were originally provided by Landlord, if any. Rent shall proportionately abate during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild time that the Leased Premises (excluding restoration or part thereof are un▇▇▇▇▇e because of any alterations made such damage. Notwithstanding the foregoing, if the Leased Premises are (i) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or (ii) destroyed by Tenant a casualty which is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or, together with the amount of any deductible, are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (i) to substantially casualty, either Landlord or Tenant may, or, in the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that case of a clause (aii) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingcasualty, then either party may elect to terminate this Lease by giving Landlord may, upon thirty (30) days' written notice to the other party within thirty (30) days party, terminate this Lease, effective as of the date of such casualtyfire or other casualty with respect to matters thereafter accruing. Furthermore, notwithstanding Tenant waives any right under applicable laws inconsistent with the foregoing, terms of this paragraph and in no the event shall Landlord's obligation of a destruction agrees to repair, restore, replace, or rebuild accept any offer by Landlord to provide Tenant with comparable space within the project in which the Leased Premises exceed are located on the amount same terms as this Lease. Notwithstanding the provisions of this paragraph, if any such damage or destruction occurs within the final two (2) years of the insurance proceeds received by Landlord term hereof, then Landlord, in connection with such casualty. In the event the Leased Premisesits sole discretion, or any part thereofmay, are destroyed or damaged without regard to the extent the Leased Premises cannot be occupied due aforesaid 180-day period, terminate this Lease by written notice to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedTenant.

Casualty. (a) In the event that, as a result of a casualty, whether (i) insured against by the Leased State or (ii) intended and deemed by the State to be the subject of its general plan to provide against and cover such casualty or loss by self-insurance or self-retention, the Demised Premises is damaged without the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Lessee, or who are at the Demised Premises with the Lessee’s consent, so as to render the Demised Premises untenantable in whole or part, then: (1) If the State finds that the necessary repairs or rebuilding can be completed within ninety (90) days after the occurrence of the damage, the State shall repair or rebuild with due diligence, and the Fixed Rent hereunder shall be damaged or destroyed during abated only for the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild period from the Leased Premises (excluding restoration occurrence of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased earlier of: (i) sixty (60) days after the completion of the repairs or rebuilding, or (ii) the Lessee’s reopening for business at the Demised Premises, whether or not the work of repair or rebuilding is actually completed within the said ninety (90) days; or (2) If the State finds that such repairs or rebuilding cannot be completed within ninety (90) days after the occurrence of the damage, or if the State concludes that areas other than the Demised Premises is so substantial that also require rebuilding, then the State shall have the options: (i) to proceed with due diligence to repair or to rebuild the Demised Premises as necessary; or (ii) to terminate this Lease as to the entire Demised Premises; and in the case of (i), the Fixed Rent hereunder shall be abated either as the case may require for the period from the occurrence of the damage to the earlier of: (a) sixty (60) days after the repaircompletion of the repairs or rebuilding, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, or (b) the Lessee’s reopening for business at the Demised Premises, or for the period from the occurrence of the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the effective date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualtytermination. In the event that the Leased casualty is due to the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Lessee, or who are at the Demised Premises with the Lessee’s consent, then, the State shall repair or rebuild the Demised Premises, or any part thereofwith due diligence, are destroyed or damaged to at the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there Lessee’s sole cost and expense. The State’s cost thereof shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of paid within twenty (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (3020) days following the completion of Landlord's repair obligation as above stateddemand.

Casualty. (a) In the event that all or a portion of the Leased Premises shall be and/or the Property is damaged or destroyed during by fire or other casualty, then within 30 -days of the Termfire or other casualty, Landlord shall promptly proceed provide written of L▇▇▇▇▇▇▇’s estimate of the time period needed to repair, restore, replace, repair or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant and/or Property and shall proceed with reasonable dispatch, to rebuild or repair the Leased Premises) Premises and/or Property to substantially the same condition in which that existed at the same were immediately prior to time of such damage or destruction, and Landlord thereafter this Lease shall diligently prosecute said work remain in full force and effect, subject to completion without delay or interruptionthe abatement of Rent set forth in Section 28(b) hereof. Notwithstanding the forgoing, if the damage foregoing to the Leased Premises is so substantial contrary, in the event that (ai) the repair, restoration or rehabilitation in Landlord’s reasonable estimation of such damage repair and restoration cannot reasonably be expected to be substantially not completed within 180 one hundred eighty (180) days from following the date of such damage; or (ii) less than one (1) year is then remaining on the Term at the time of the damage, then in any such case either Landlord or Tenant shall have the option to terminate this Lease, which election shall be given no later than 30-days following the date of Landlord’s notice estimating the time period of the restoration, and the effective date of such termination shall not be less than thirty (30) nor more than sixty (60) days after the giving of such notice exercising the termination right. In the event such notice is given, this Lease shall expire and all interest of Tenant in the Premises and this Lease shall terminate on the date specified in the notice. In such event, the Rent, reduced by the applicable proportionate reduction, shall be paid up to the date of termination. Landlord shall refund to Tenant the Rent theretofore paid for any period of time subsequent to such date. (b) If the damage to the Leased Premises is so substantial that not caused in whole or in material part by the estimated repair costs exceed $100,000fault or neglect of Tenant or its employees, invitees, contractors, subcontractors, licensees, subtenants or agents, then Tenant shall be entitled to an equitable reduction of Rent from the date of the occurrence until such repairs are completed. Such equitable reduction shall be based upon Landlord’s reasonable estimate of the extent to which the occurrence and the making of such repairs shall interfere with the business carried on by Tenant in the Premises. The provisions of any law now or hereafter passed authorizing the termination of this Lease upon the partial or complete destruction of the Premises are hereby waived by T▇▇▇▇▇. (c) In the damage occurs within event Landlord is obligated to, or elects to, repair or restore the last twelve (12) weeks Premises, Landlord shall be obligated to repair or restore only such portions of the Termsubject Premises which were originally provided by Landlord at Landlord’s expense and, or (d) the Building is damaged to the extent of fifty percent (50%) or more all terms of the monetary value thereof and Landlord elects not Lease shall continue to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, be in effect recognizing that in no event shall Landlord's obligation Landlord be required to repair, restore, replace, or rebuild the Leased Premises exceed the amount of expend more than the insurance proceeds made available to Landlord by reason of the fire or other casualty. The repair or restoration of any of Tenant’s alterations or any property of Tenant which was not provided at Landlord’s expense shall be the obligation of Tenant; provided, however, Landlord shall make available to Tenant, on such terms and conditions as Landlord may reasonably require, all insurance proceeds actually received by Landlord in connection with such casualtyregard to Tenant’s permanent leasehold improvements. In no event shall Tenant be entitled to any compensation for damage or loss of the event the Leased Premises, use of all or any part thereofof the Premises or any inconvenience, are destroyed annoyance or damaged interruption or loss of business or for any other damage whatsoever occasioned by any such damage, destruction, repair or restoration, irrespective of the negligence of Landlord or any of its employees, invitees, contractors, subcontractors, licensees, subtenants or agents, except to the extent caused in whole or in part by the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, gross negligence or (b) thirty (30) days following the completion intentional misconduct of Landlord's , its employees, invitees, contractors, subcontractors, licensees, subtenants or agents. If Landlord fails to repair obligation as above statedand restore the portion of Premises leased by Tenant, Tenant has the right to terminate the lease.

Casualty. 22.1 In the event the Leased Premises shall or any of the Buildings are damaged by fire or other cause and in Landlord’s reasonable estimation such damage can be damaged materially restored within two hundred forty (240) days from the date of such fire or destroyed during the Termother casualty, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially forthwith repair the same condition and this Lease shall remain in which full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation date of such damage cannot reasonably until Landlord delivers a Certificate of Occupancy (as defined in Exhibit B) to Tenant for the restored Premises. Such abatement of rent shall be expected made pro rata in accordance with the extent to be substantially completed within 180 which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the 20 ▇▇▇▇▇▇ Premises, the 22 ▇▇▇▇▇▇ Premises or the 28 ▇▇▇▇▇▇ Premises, as the case may be, from time to time. Within forty-five (45) days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within two hundred forty (b240) days from such date of the fire or other casualty, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease with respect to the portion of the Premises in the damaged Building only as of the date of such damage; provided, that, if the fire or other casualty is to the 20 ▇▇▇▇▇▇ Building and such repairs cannot, in Landlord’s reasonable estimation, be made within two hundred forty (240) days from such date of the fire or other casualty, then Tenant shall have the option of giving notice to Landlord, at any time within ninety (90) days after such damage, notice terminating this Lease with respect to the 20 ▇▇▇▇▇▇ Premises, the 22 ▇▇▇▇▇▇ Premises and the 28 ▇▇▇▇▇▇ Premises, in their entirety. In the event of the giving of any such notice, this Lease shall expire with respect to the portion of the Premises in the damaged Building only (except as otherwise expressly set forth in the immediately preceding sentence) and all interest of the Tenant in such portion of the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Leased Buildings or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control, except as otherwise expressly set forth in Article 11. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease with respect to the portion of the Premises in the damaged Building only by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end with respect to the portion of the Premises in the damaged Building on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord (each, a “Force Majeure Event”), the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so substantial that delayed. 22.5 Notwithstanding anything to the estimated repair costs exceed $100,000contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, (c) reconstruct, or restore the damage occurs within Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) weeks months of the TermTerm or any extension thereof, or (d) but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the Premises in the damaged Building is damaged untenantable Tenant shall have the right to terminate this Lease with respect to the extent of fifty percent (50%) or more portion of the monetary value thereof Premises in the damaged Building only by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and Landlord elects not (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Buildings requires that any insurance proceeds be applied to rebuild the Buildingsuch indebtedness, then either party may elect Landlord shall have the right to terminate this Lease by giving delivering written notice of termination to the other party Tenant within thirty fifteen (3015) days of the date of after such casualty. Furthermorerequirement is made by any such holder, notwithstanding the foregoing, in no event whereupon this Lease shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing end on the date of such casualty damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to the Buildings or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and, subject to applicable law, upon notice from Landlord to remove forthwith, at its sole cost and continuing until expense, such portion of all of the earlier personal property belonging to Tenant or its licensees from such portion or all of (a) the day Buildings or Premises as Landlord shall request. 22.7 In the event of any damage or destruction to the Buildings or the Premises such that Tenant re-occupies is required to vacate a portion of the Untenantable Premisessame, or (b) thirty (30) days following to the completion extent that Landlord has space available within Landlord’s other buildings in the Park of Landlord's repair obligation as above statedcomparable size to the portion of the Premises so vacated by Tenant, Landlord shall use reasonable efforts to provide Tenant with temporary space in such buildings upon terms and conditions mutually acceptable to Landlord and Tenant.

Casualty. In the event the Leased Premises With respect to each Cemetery, if any Improvements, or any part thereof, shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replaceby fire or other casualty, or rebuild ordered to be demolished by the Leased Premises (excluding restoration action of any alterations made by public authority in consequence of a fire or other casualty, this Lease shall remain in full force and effect, and Tenant shall, at its expense, proceed, with all reasonable dispatch, to repair or rebuild such Improvements, or what may remain thereof, so as to restore them as nearly as practicable to the Leased Premises) to substantially the same condition they were in which the same were immediately prior to such damage or destruction; provided, and Landlord thereafter however, that Tenant shall diligently prosecute said work be under no obligation to completion without delay repair or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged rebuild any Improvements constructed by Tenant to the extent of fifty percent (50%) or more of that the monetary value thereof and Landlord elects failure to do so would not materially impair the ability to rebuild operate the Building, then either party may elect to terminate this Lease by giving written notice Cemetery in question in the same manner in which it was operated immediately prior to the other party within thirty (30) days Commencement Date. All proceeds of insurance, whether paid to Tenant or Landlord, shall be made available to Tenant for the date purpose of restoring such casualtydamage or destruction provided, however, that all proceeds of insurance payable with respect to Improvements constructed by Tenant shall be paid to Tenant. FurthermoreTo the extent that the Tenant does not rebuild or repair any Improvement constructed by Tenant, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received and retained by Landlord in connection with Tenant shall be deducted from the original cost of such casualtyImprovement for the purpose of calculating the unamortized amount payable to Tenant for Development Capital Expenditures and Capital Equipment Expenditures, as applicable, under Section 9.3.2(c)(i) and Section 9.3.2(c)(ii), respectively. In no event shall the event the Leased PremisesFixed Rent reserved in this Lease, or any part item of Additional Rent provided for here, be abated to any extent in the event of a fire or other casualty, regardless of the extent of the damage and regardless of the utility of such Improvements, or portions thereof, are destroyed or damaged to remaining undamaged at the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedCemetery.

Casualty. In the event the Leased Premises shall be damaged or destroyed (a) If at any time during the TermTerm of this Lease, including any extension or renewal thereof, the Building is damaged by fire or other casualty, then, unless this Lease is terminated by Landlord as hereinafter provided, Landlord shall be obligated to promptly proceed commence, and thereafter prosecute with reasonable diligence, the reconstruction, restoration and repair of the Building and the Premises to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant a condition substantially equivalent to the Leased Premises) to substantially the same condition in which the same were that existing immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruptionthe casualty. Notwithstanding the forgoing, if If the damage renders the Premises inaccessible or untenantable in whole or in part, the Rent provided for herein shall ▇▇▇▇▇ thereafter as to the Leased portion of the Premises so affected until such time as same is so substantial that (a) the repairaccessible and restored to a tenantable condition, restoration or rehabilitation of such damage cannot as reasonably be expected to be substantially completed within 180 days from the date of such damage, determined by Landlord. (b) If (i) the damage Building is damaged to an extent that Landlord's good faith estimate of the Leased Premises is so substantial that cost of reconstruction, restoration and repair thereof exceeds sixty percent (60%) of the estimated repair costs exceed $100,000replacement cost of the Building, (cii) the damage reconstruction, restoration and repair of the Premises or the Building cannot with reasonable diligence be completed within two hundred seventy (270) days after the casualty, or (iii) the casualty occurs within during the last twelve (12) weeks calendar months of the Term, or (d) the Building is damaged to the extent Term of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Buildingthis Lease, then either party may elect to terminate this Lease in any such event Landlord shall have the right, exercisable by giving written notice given to the other party Tenant at any time within thirty (30) days after the occurrence of the casualty, to elect not to reconstruct, restore or repair the Premises, and in such event this Lease shall be terminated in all respects effective as of the date of the casualty, all Rent shall be prorated to the date of the casualty, and the parties hereto shall be released from any obligations thereafter accruing under this Lease (except as otherwise provided herein). Notwithstanding the foregoing, in the event the Premises or the Building is damaged by a casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such casualty and Landlord estimates that the damage caused thereby cannot be repaired within two hundred ten (210) days after the casualty, which notice Landlord agrees to provide within forty-five (45) days after such casualty. Furthermore, notwithstanding then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days after the foregoingnotice from landlord of the estimate of time needed to repair the damage. (c) Notwithstanding anything contained in this Section 6.3, in no event shall Landlord's obligation Landlord be required to repairexpend more to reconstruct, restore, replace, or rebuild restore and repair the Leased Premises exceed Building than the amount of the insurance proceeds actually received by Landlord in connection with such casualty. In from the event proceeds of the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord property insurance carried by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.

Casualty. In If the event Premises are made untenantable in whole or in part by fire or other casualty, the Leased Rent, until repairs are substantially completed and the Premises are tenantable for Tenant’s normal operations, or the lease terminated as hereinafter provided, shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant apportioned on a per diem basis according to the Leased Premises) to substantially part of the same condition in Premises which the same were immediately prior to is usable by Tenant. If such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding be so extensive that the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed restored by Landlord within 180 days from the date a period of such damagesix (6) months, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect shall have the right to terminate cancel this Lease by giving written notice to the other party given at any time within thirty (30) days of after the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualtydamage. In the event of giving effective notice pursuant to this Section, this Lease and the Leased Premises, or any part thereof, are destroyed or damaged to term and the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there estate hereby granted shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing expire on the date fifteen (15) days after the giving of such casualty notice as fully and continuing until completely as if such date were the earlier date hereinbefore set for the expiration of the term of this Lease. If this Lease is not so terminated, Landlord will promptly repair the damage at Landlord’s expense; provided however, such repairs shall not take more than six (a6) months. If the day that actual time to restore the damage exceeds six (6) months from the date of the casualty, Tenant re-occupies shall have the Untenantable Premises, or (b) right to terminate this Lease by written notice given within thirty (30) days following after the expiration of such six-month period, in which event this Lease shall terminate thirty (30) days after the date of Tenant’s notice unless Landlord completes its restoration prior to the expiration of such thirty (30) day period. In all casualty events, unless the Lease is terminated as provided above, Landlord agrees to diligently pursue completion of Landlord's the Building’s and Premises’ repair obligation as above statedand restoration.

Casualty. In the event the Leased Premises shall be damaged or destroyed If, during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration Subleased Premises are totally or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damage, partially damaged or destroyed by fire or other casualty or (b) the Prime Lease is terminated due to damage or casualty to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the BuildingPremises, then either party Sublandlord or, if such damage or destruction was not caused by the gross negligence or willful misconduct of Subtenant, its agents, contractors or employees, Subtenant may elect to terminate this Lease by Sublease upon giving written notice of such election in writing to the other party within thirty forty-five (3045) days after the occurrence of the date of such casualtyevent causing the damage. FurthermoreIf the Sublease is not so terminated, notwithstanding the foregoing, in no event Sublandlord shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount damaged areas of the insurance proceeds received Subleased Premises with due diligence, provided that Sublandlord shall have no responsibility to rebuild or restore any alterations or improvements constructed or installed by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed Subtenant or damaged by the gross negligence or willful misconduct of Subtenant, its agents, contractors or employees. If the casualty or the repairing or rebuilding shall render the Subleased Premises untenantable in whole or in part and the damage or destruction was not caused by the gross negligence or willful misconduct of Subtenant, its agents, contractors or employees, the monthly rent shall be proportionally abated from the date when the damage occurred until the date when the Subleased Premises have been restored by Sublandlord, said proportion to be computed on the basis that the area of the portion of the Subleased Premises rendered untenantable and not occupied by Subtenant bears to the extent total area of the Leased Premises cannot be occupied due to such casualty ("Untenantable Subleased Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above stated.

Casualty. In the event of total or partial destruction of the Leased Premises shall be damaged Property by fire or destroyed during the Termother casualty, Landlord shall promptly proceed agrees to repair, restore, replace, or rebuild the Leased Premises use commercially reasonable efforts to provide notice to Tenant within sixty (excluding restoration of any alterations made by Tenant to the Leased Premises60) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be expected to be substantially completed within 180 days from the date of such damagecasualty stating whether Landlord is able to repair or rebuild the Property within one hundred eighty (180) days from the casualty date. If Landlord provides notice to Tenant that Landlord is able to repair or rebuild the Property within one hundred eighty (180) days from the casualty date, (b) the damage Landlord shall promptly restore and repair same; provided, however, Landlord’s obligation hereunder shall be limited to the Leased Premises is so substantial reconstruction of the Shell Work and Finish Work. Rent shall proportionately a▇▇▇▇ during the time that the estimated Property or part thereof is unusable because of any such damage or because of Tenant’s inability to access the Property. Notwithstanding the foregoing, if (i) Landlord provides notice to Tenant that Landlord is unable to repair costs exceed $100,000, or rebuild the Property within one hundred eighty (c180) days from the damage occurs within the last twelve (12) weeks of the Term, casualty date; or (dii) Landlord provides notice to Tenant that the Building casualty is damaged to not covered by the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not insurance required hereunder or, if covered, such insurance proceeds are insufficient to rebuild the BuildingProperty; then, in case of clause (i) above, either Landlord or Tenant may, in the case of clause (ii) above, then either party may elect to terminate this Lease by giving Landlord may, upon thirty (30) days’ written notice to the other party, terminate this Lease with respect to matters thereafter accruing. If neither party terminates this Lease pursuant to the foregoing and Landlord undertakes the repair and restoration of the Property, but the Property is not repaired and restored within thirty one hundred eighty (30180) after such casualty date, then Tenant shall have the right to provide Landlord written notice of its intent to terminate this Lease, which termination shall be effective forty-five (45) days of the date of such casualty. Furthermoreafter Landlord receives Tenant’s notice; provided, notwithstanding the foregoinghowever, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event Landlord completes the Leased Premisesrepair and restoration within such forty-five (45) day period, or any part thereof, are destroyed or damaged then Tenant’s right to the extent the Leased Premises cannot be occupied due to such casualty ("Untenantable Premises"), there terminate shall be an abatement of Base Rent due Landlord by Tenant for deemed waived and null and void and the period of time commencing on the date of such casualty Lease shall continue in full force and continuing until the earlier of (a) the day that Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedeffect.

Casualty. (a) In the event that, as a result of a casualty insurable under the Leased Premises New York standard form of fire insurance policy and extended coverage endorsement, the premises are damaged without the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Lessee or who are on the premises with the Lessee's consent, so as to render the premises untenantable in whole or part, then (1) if the Port Authority finds that the necessary repairs or rebuilding can be completed within ninety (90) days after the occurrence of the damage, the Port Authority shall repair or rebuild with due diligence, and the rental hereunder shall be damaged or destroyed during abated, as hereinafter provided in the TermSection of this Agreement entitled "Abatement of Rental", Landlord shall promptly proceed to repair, restore, replace, or rebuild only for the Leased Premises (excluding restoration period from the occurrence of any alterations made by Tenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises completion of the repairs or rebuilding, whether or not the work of repair or rebuilding is so substantial actually completed within the said ninety (90) days; or (2) if the Port Authority finds that (a) the repair, restoration such repairs or rehabilitation of such damage rebuilding cannot reasonably be expected to be substantially completed within 180 ninety (90) days after the occurrence of the damage, or if the Port Authority concludes that other than the premises also require rebuilding, then the Port Authority shall have options: (i) to proceed with due diligence to repair or to rebuild the premises as necessary; or (ii) to terminate the letting as to the damaged portion of the premises only, and the rental hereunder shall be abated as provided in the Section of this Agreement entitled Abatement of Rental", from and after the occurrence of the damage, or (iii) to terminate the letting as to the entire premises; and in the case of (i) and (iii), the rental hereunder shall be abated, as provided in the Section of this Agreement entitled "Abatement of Rental", either, as the case may require, for the period from the date occurrence of such damage, (b) the damage to the Leased Premises is so substantial completion of repairs and rebuilding of the premises or for the period from the occurrence of the damage to the effective date of termination. WTC-SOL3195 (b) The parties do hereby stipulate that neither the estimated repair costs exceed $100,000, provisions of Section 227 of the Real Property Law of the State of New York nor those of any other similar statute shall extend or apply to this Agreement. (c) The Lessee shall give the damage occurs within Port Authority immediate notice in case of any fires accident or casualty in the last twelve (12) weeks premises or elsewhere in the World Trade Center if the occurrence elsewhere in the World Trade Center is known to and involves the Lessee, its officers, members, employees, agents, representatives, contractors, or is known to any of them and involves customers, guests or invitees of the Term, or Lessee. (d) the Building is damaged to the extent of fifty percent (50%) or more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event of a partial or total destruction of the Leased Premisespremises, the Lessee shall as soon as practicable remove any and all of its property and all debris from the premises or any part thereofthe portion thereof destroyed and if the Lessee does not promptly so remove, are destroyed the Port Authority may discard the same after giving the Lessee five (5) days' prior notice of such or damaged may remove the Lessee's property to a public warehouse for deposit or retain the same in its own possession and at its discretion may sell the same at either public auction or private sale, the proceeds of which shall be applied first to the extent expenses of removal, storage and sale, second to any sums owed by the Leased Premises cannot Lessee to the Port Authority, with any balance remaining to be occupied due paid to such casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on Lessee; if the date expenses of such casualty removal, storage and continuing until sale shall exceed the earlier proceeds of (a) sale, the day that Tenant re-occupies Lessee shall pay such excess to the Untenantable Premises, or (b) thirty (30) days following the completion of Landlord's repair obligation as above statedPort Authority upon demand.