Common use of Damage and Destruction Clause in Contracts

Damage and Destruction. (a) If the Building or Premises are rendered partially or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. If the Premises or the Building are damaged by fire or other insured casualty, Landlord will give Tenant notice of the time which will be needed to repair such damage, as determined by Landlord in its sole discretion, and the election (if any) which Landlord has made according to this Article 19. Such notice will be given before the forty-fifth (45th) day (the "Notice Date") after the fire or other insured casualty. If more than 25% of the rentable area is damaged as to be unrentable, then Tenant may cancel Lease. (a) If the Premises or the Building or Premises are rendered partially or wholly unfit for occupancy damaged by fire, the elements, act of God fire or other casualty, and if such damage cannot, in Landlord's reasonable estimation, insured casualty to an extent which may be materially restored repaired within ninety (90) days after the commencement of repair, as determined by Landlord, Landlord will begin to repair the damage within ninety (90) days after the notice date and will diligently pursue the completion of such repair. In such event, this Lease will continue in full force and effect except that Monthly Rent will be abated on a pro rata basis from the date of the fire or other insured casualty until the date of the completion of such repairs (the "repair period") based on the Rentable Area of the portion of the Premises the use of which Tenant is deprived of during the repair period. (b) If the Premises or the Building are damaged by fire or other insured casualty to an extent which may not be repaired within ninety (90) days after the commencement of repair, but may be repaired within one hundred eighty (180) days after the commencement of repair, as reasonably determined by Landlord, then, at Landlord's option, Landlord will diligently pursue to repair such damage within one hundred eight (180) days after the notice date. If Landlord elects to repair such damage, Monthly Rent will be abated on a pro rata basis during the repair period based on the Rentable Area of the portion of the Premises the use of which Tenant is deprived during the repair period. If Landlord does not elect to repair such damage, this Lease will terminate on the notice date. (c) If the Premises or the Building are damaged by fire or other insured casualty to an extent which may not be repaired within one hundred eighty (180) days after the commencement of repair, as reasonably determined by Landlord, then (i) Landlord may, at its sole option, terminate may cancel this Lease as of the date of such fire damage by written notice given to Tenant on or casualty and before the Lease Term shall end on such notice date as if that date had been originally fixed in or (ii) Tenant may cancel this Lease as of the date of such damage by written notice given to Landlord within ten (10) days after Landlord's delivery of a notice that the repairs cannot be made within such one hundred eighty (180) day period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord will repair the Building and Premises and Monthly Rent will be abated on a pro rata basis during the repair period based on the Rentable Area of the portion of the Premises the use of which Tenant is deprived during the repair period. (d) If the proceeds of insurance are insufficient to pay for the expiration repair of any damage to the Premises or the Building, Landlord will have the option to repair such damage or cancel this Lease as of the Lease Term. Landlord shall exercise its option provided herein date of such casualty by written notice to Tenant within sixty (60) days of on or before the notice date. If any such damage by fire or other casualty. For purposes hereof, casualty is 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 result of the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building willful conduct or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct failure to act of Tenant, its agentsagent, contractors, employees, contractors, or invitees, licensees, tenants, there will be no abatement of Monthly Rent as otherwise provided for in this Article 19. Tenant waives any rights conferred by statute or assignees. (d) In the event otherwise on account of any damage or destruction to the Building or the Premises, Tenant shallthe Building, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall requestProject, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 extent that those rights are inconsistent with Tenant's rights under its sole control except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Buildingthis Article 19. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. ‌ (a) If the Building or Premises are rendered shall be partially or wholly unfit for occupancy damaged by fire, the elements, act of God fire or other casualty, the Concessionaire shall give immediate notice thereof to the City and if such the same shall be repaired at the expense of the City without unreasonable delay unless the City determines that the damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of is so extensive that repair or rebuilding is not feasible. From the date of such fire or casualty and the Lease Term until said building is so repaired, monthly Rental payments hereunder shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, the Building or Premises shall be deemed "materially restored" if they are ▇▇▇▇▇ in such condition proportion as would not prevent or materially interfere with Tenant's use the part of the Premises for thus destroyed or rendered untenable bears to the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years total Floor Area of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereofPremises; provided, however, that if construction the Premises shall be so slightly injured in any such casualty as not to be rendered unfit for occupancy, the Rentals hereunder shall not cease or be abated during any repair period. In the event that the damage to the Premises should be so extensive as to render it untenable, the Rentals shall cease until such time as it shall be put in repair, but in the event the Premises is delayed because of changes, deletions, or additions in construction requested damaged by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, fire or other causes beyond casualty to such an extent as to render it necessary in the reasonable control exclusive judgment of Landlordthe City not to rebuild the same, then at the option of the City, and upon notice to Concessionaire, this Agreement shall cease and come to an end and the Rentals hereunder shall be apportioned and paid up to date of such damage. If the City elects to rebuild the Premises, the period for restorationCity shall notify Concessionaire of such intention within thirty (30) days of the date of the damage, repair or rebuilding otherwise this Agreement shall be extended for deemed canceled and of no further force or effect. Notwithstanding any provision above, should the amount destruction or damage to the Premises (to the extent of time Landlord work that is so delayed. In no event shall Landlord to be required to rebuild, repair, or replace any provided as part of the partitionsCity’s obligation) be so great that it will not be reasonably repaired or restored by the City within one hundred twenty (120) days to the state of fitness that existed prior to the commencement of improvements, fixturesif any, additionsperformed by Concessionaire, Concessionaire may, at Concessionaire’s option, terminate this Agreement by written notification of same given to the City within thirty (30) days after the occurrence of such casualty, or other property and improvements which may have been placed in or about upon notification that the Premises by Tenantwork will not be completed within the one hundred twenty (120) days. (cb) If The City’s obligations to rebuild or repair under this Lease Article shall, in any event, be limited to restoring the Premises to substantially the condition that existed prior to the commencement of improvements, if any, performed by Concessionaire and shall not further be terminated by Landlord pursuant limited to this Paragraph 5.7 and the extent of the insurance proceeds available to the City for such restoration. Concessionaire agrees that if the Premises are unfit for occupancy in whole City elects to repair or in part following such damagerebuild as set forth herein, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwiththen Concessionaire will proceed with reasonable diligence and, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitionsrebuild repair and restore its improvements, signs, fixtures, additionsfurnishings, equipment and similar improvements) from such portion other items provided or all of the Building installed by Concessionaire in or about the Premises as Landlord shall request, in a manner and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of to a condition at least equal to that which existed prior to the damage or injury as a result destruction. Should the commencement, construction or completion of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) Any insurance which may said repair, reconstruction or replacement be carried prevented or delayed by Landlord reason of war, civil commotion, acts of God, strikes, governmental restrictions or Tenant against loss regulations, fire or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expensesother casualty, or any other type reason beyond the control of injury either party, the time for commencing or damage resulting from completing the repair of any such damage, or from any repair, modificationreconstruction or replacement, arrangingas the case may be, or rearranging shall automatically be extended for the period of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7each such delay.

Damage and Destruction. If a fire or other casualty in the Premises or the Project occurs, Tenant shall immediately give notice thereof to Landlord. The following provision shall apply to any fire or other casualty: (a) If the Building damage is limited solely to the Premises and the Premises can, in the reasonable opinion of Landlord, be made tenantable with all damage repaired within six (6) months from the date of damage or destruction, then Landlord shall diligently rebuild the same; provided, however, that Landlord -------- ------- shall not be obligated to expend for such repair an amount in excess of the insurance proceeds recovered or recoverable as a result of such damage. (b) If portions of the Project outside the boundaries of the Premises are rendered partially damaged or wholly unfit for occupancy by firedestroyed (whether or not the Premises are also damaged or destroyed) and (i) the Premises and the Project can both, in the elementsreasonable opinion of Landlord, act be made tenantable with all damage repaired within six (6) months from the date of God damage or other casualtydestruction, and if (ii) Landlord determines that such reconstruction is economically feasible, then Landlord shall diligently rebuild the same; provided, however, that Landlord shall not be obligated to expend for -------- ------- such repair an amount in excess of the insurance proceeds recovered or recoverable as a result of such damage and Landlord shall have no obligation to repair or restore Tenant Extra Improvements or Alterations. (c) If (i) the Premises should be damaged by any occurrence not covered by Landlord's insurance, or (ii) the Premises or the Building should be damaged to the extent that the damage cannot, in Landlord's reasonable estimation, opinion be materially restored within ninety six (906) days of such damage, then Landlord may, at its sole option, terminate this Lease as of months from the date of such fire damage, or casualty and (iii) the Lease Term shall end on such date as if that date had been originally fixed in this Lease for Building should be damaged to the expiration extent of more than fifty percent (50%) of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days cost of such fire or other casualty. For purposes hereofreplacement thereof, 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 notwithstanding that the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be undamaged, or (except that Landlord may elect not to rebuild, and thus terminate this Lease, iv) if such the damage occurs during the last two (2) years of the Lease Term (unless Tenant extends including any Extension Term), Landlord may elect either to repair or rebuild the Premises or the Building or to terminate this Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date upon giving notice in writing of such damage). In the event that Landlord shall fail election to complete such repairs and material restoration Tenant within one hundred fifty sixty (15060) days after Landlord notifies Tenant the happening of its election to repair and restore the event causing the damage. (d) During any period when the Premises are rendered untenantable because of any casualty and Tenant does not occupy the Premises, Base Rent shall ▇▇▇▇▇ proportionately until such time as provided in this Paragraph, Tenant may, at its option and the Premises are made tenantable as its sole remedy, terminate this Lease reasonably determined by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration and no portion of the term hereofRent so abated shall be subject to subsequent recapture; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding there shall be extended for no such -------- -------- abatement if the amount of time Landlord damage is so delayed. In no event shall Landlord be required to rebuild, repair, caused by Tenant or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by TenantTenant Party. (ce) The proceeds from any insurance paid by reason of damage to or destruction of the Project or the Building or any part thereof, the Building Standard Improvements or any other element, component or property insured by Landlord shall belong to and be paid to Landlord subject to the rights of any mortgagee of Landlord's interest in the Project or the beneficiary of any deed of trust that constitutes an encumbrance thereon. If this Lease shall not be is terminated by either party as a consequence of a casualty in accordance with any of the provisions of this Section 12.1, all proceeds of insurance required to be ------------ maintained either by Landlord pursuant or Tenant shall be paid to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion Landlord subject to the number rights of square feet any mortgagee of Rentable Area Landlord's interest in the Project or the beneficiary of the Premises rendered unusable by such damageany deed of trust that constitutes an encumbrance thereon; provided, however, -------- -------- that no such abatement Tenant shall be made paid all proceeds of insurance payable in connection with ▇▇▇▇▇▇'s trade fixtures, furnishings, equipment and all other items of personal property of Tenant. (f) If the Premises, or any part thereof, or any portion of the Building necessary for Tenant's use of the Premises, are damaged or destroyed during the last twelve (12) months of the Term, or any extension thereof, Landlord or Tenant may terminate this Lease by giving written notice thereof to the other party within thirty (30) days after the date of the casualty, in which case this Lease shall terminate as of the later of the date of the casualty or the date of Tenant's vacation of the Premises. (g) Except to the extent expressly provided in this Lease, nothing contained in this Lease shall relieve Tenant of any liability to Landlord or to Landlord's insurance carriers that Tenant may have under law or under the provisions of this Subparagraph (c) Lease in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of connection with any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the BuildingBuilding by fire or other casualty. (fh) If Landlord rebuilds the Premises under any provision of this Article 12, Tenant shall repair and restore Building Standard Improvements at ---------- Tenant's expense so that the Premises are restored to a tenantable condition, in compliance with all Laws, and suitable for general office use consistent with a Class A office project, or, at Landlord's election, Landlord may repair and rebuild the Building Standard Improvements so that the Premises are in such condition, at Tenant's sole cost and expense in accordance with Section 6.7 of ----------- this Lease. So long as it does not delay completion of the restoration, Tenant may elect, at its expense, to update or redecorate the Premises in connection with the restoration but any changes shall be considered Alterations subject to the provisions of Section 6.7 above. ----------- (i) Notwithstanding anything herein any other provision of this Section 12.1, within ------------ ninety (90) days after the occurrence of any casualty, Landlord shall notify Tenant as to the contraryexpected period of time needed to complete any repair or restoration. If (i) Landlord estimates that it will take more than three hundred (300) days to complete the repair or restoration after receipt of insurance proceeds, in and (ii) the event the holder damage or destruction renders a material portion of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid untenantable and Tenant ceases to itoccupy such portion of the Premises, then Landlord shall have the right Tenant may elect to terminate this Lease by delivering giving Landlord written notice of termination within twenty (20) days after receipt of Landlord's notice. If Tenant does not provide written notice within such time period, Tenant shall have permanently waived its right to terminate the Lease pursuant to this provision. In addition, if Landlord has not completed any restoration within three hundred sixty-five (365) days after receipt of sufficient insurance proceeds (as such period may be extended by any period of Force Majeure) and is not diligently pursuing completion of restoration then Tenant may notify Landlord in writing that Tenant wishes to terminate the Lease. If Landlord has not completed restoration and delivered possession of the restored Premises to Tenant within fifteen thirty (1530) days after such requirement is made by any such person, whereupon the Lease shall end on the date of such damage as if notice then this Lease shall terminate and be of no further force and effect. If Landlord completes restoration and delivers possession of the restored Premises to Tenant within thirty (30) days after the date of such damage were the date originally fixed in notice then this Lease for the expiration of the Lease Termshall continue in full force and effect. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If 23.1 Destruction of Equipment - Should the Building Equipment be destroyed or Premises damaged by fire or other casualty insured against by Lessor, then: 23.1.1 if Lessor is of the opinion that the damage or destruction is such that the Equipment are rendered partially or wholly unfit for occupancy by fireuse, the elements, act of God or other casualtyit is impossible or hazardous to use them, and if such in either event Lessor is of the opinion (which Lessor shall signify to the Lessee in writing within 30 days following the damage or destruction) that the damage cannot, in Landlord's not be repaired with reasonable estimation, be materially restored diligence within ninety (90) 180 days following the giving of such damagenotice, then Landlord either party may, at its sole optionwithin 30 days following the receipt of this notice, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant that effect, in which case the Lease shall terminate on the day of the damage or destruction, and the rent and all other amounts payable by the Lessee under the Lease shall be calculated and paid in full up to the date of the damage or destruction. In the event that neither Lessor nor the Lessee terminates this Lease, the rent shall ▇▇▇▇▇ from the date of the damage until the date on which the Equipment have been repaired to the extent of enabling Lessee to use them; 23.1.2 if the damage be such as to render the Equipment and Improvements wholly unfit for use, or if it is impossible or unsafe to use them, or if their utilization is impossible or hazardous, but if, in either case, Lessor is of the opinion (which Lessor shall signify to the Lessee in writing within sixty (60__ days wholly unfit for use, or it is __ days following the damage) that the damage can be repaired with reasonable diligence within 90 days wholly unfit for use, or it is 30 days following the giving of such fire or other casualty. For purposes hereofnotice, the Building or Premises rent shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use ▇▇▇▇▇ from the date of the Premises damage until the date on which the Equipment and Improvements have been repaired to the extent of enabling Lessee to use them; 23.1.3 if Lessor is of the opinion that the damage can be repaired as described above within 30 days following the giving of such notice, and that the nature of the damage is such as to render the Equipment only partially fit for use for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of Landlordleased, the period for restoration, repair or rebuilding rent shall be extended for ▇▇▇▇▇ in the amount of time Landlord is so delayed. In no event shall Landlord be required to rebuild, repair, or replace any proportion that the part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are Equipment rendered unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion use bears to the number of square feet of Rentable Area of whole thereof, until the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have has been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesrepaired. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Premises or the Building or Premises are rendered partially or wholly unfit for occupancy is damaged by fire, the elements, act of God fire or other insured casualty, and if such damage cannot, in Landlord's reasonable estimation, Landlord will give Tenant written notice of the time which will be materially restored within ninety (90) days of needed to repair such damage, as determined by Landlord in its reasonable discretion, and the election (if any) which Landlord has made according to this Article 15. Such notice will be given before the 60th day (the "notice date") after the fire or other insured casualty. (b) If the Premises or the Building is damaged by fire or other insured casualty to an extent which may be repaired within 270 days after the notice date, as reasonably determined by Landlord, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event this Lease will continue in full force and effect except that Rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the Rentable Area of the Premises Tenant is unable to use during the repair period. (c) If the Premises or the Building is damaged by fire or other insured casualty to an extent that may not be repaired within 270 days after the notice date, as reasonably determined by Landlord, then (1) Landlord may, at its sole option, terminate may cancel this Lease as of the date of such fire damage by written notice given to Tenant on or casualty and before the Lease Term shall end on such notice date as if that date had been originally fixed in or (2) Tenant may cancel this Lease as of the date of such damage by written notice given to Landlord within 10 days after Landlord's delivery of a written notice that the repairs cannot be made within such 270-day period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord will diligently proceed to repair the Building and Premises and Rent will be abated on a pro rata basis during the repair period based on the proportion of the Rentable Area of the Premises Tenant is unable to use during the repair period. (d) Notwithstanding the provisions of subparagraphs (a), (b), and (c) above, if the Premises or the Building or the Project are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the expiration repair of any damage to the Premises or the Building or the Project, Landlord will have the option to repair such damage or cancel this Lease as of the Lease Term. Landlord shall exercise its option provided herein date of such casualty by written notice to Tenant within sixty on or before the notice date. (60e) days of If any such damage by fire or other casualty. For purposes hereof, casualty is 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 result of the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct conduct of Tenant, its agents, employees, contractorsthere will be no abatement of Monthly Rent as otherwise provided for in this Article 15 if Landlord does not have adequate insurance proceeds available to compensate it for the loss of rent and all necessary repairs and restorations. Tenant will have no rights to terminate this Lease on account of any damage to the Premises, invitees, licensees, tenantsthe Building, or assigneesthe Project, except as set forth in this Lease. (df) In the event For purposes of any damage or destruction this Article 15 and subject to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant subsections (other than partitions, fixtures, additions, and similar improvementsa) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. through (e) Any insurance which may be carried by hereof, Landlord shall repair or Tenant against loss or damage to the Building or Premises shall be for the sole benefit restore any portion of the party carrying such insurance and under its sole control except that Landlord's insurance may be subject to control by the holder alterations, additions or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord improvements in the Premises or the Building. (f) Notwithstanding anything herein decorations thereto to the contraryextent that such alterations, additions, improvements and decorations were provided by Landlord at the beginning of the Term. Landlord shall have no additional obligations pursuant to this Lease to repair or restore any alterations, additions or improvements in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires the decorations thereto. If Tenant desires any other or additional repairs or restoration and if Landlord consents thereto, the same shall be done at Tenant's sole cost and expense. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance proceeds be paid coverage, carried by Landlord for damage to italterations, 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 personadditions, whereupon the 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 Lease Termimprovements or decorations. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If It is mutually agreed that in the Building event the Demised Premises, or Premises the means of ingress and egress therefrom and thereto are rendered partially or wholly unfit for occupancy injured by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereofdamage or destruction during the term of the Lease, the Building rent provided for herein shall ▇▇▇▇▇ entirely in case the entire Demised Premises or any substantial portion thereof is untenantable and, in the case a non-substantial portion of the Demised Premises is untenantable, shall partially ▇▇▇▇▇ and shall be deemed "materially restored" if they prorated for the portion rendered untenantable, until the Demised Premises are in restored by Landlord to a good, tenantable condition (which Landlord shall undertake to do with due diligence), the Tenant paying during such condition as would not prevent or materially interfere with Tenant's use time the proportion of rent that the part of the Demised Premises for remaining tenantable shall bear to the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if entire Demised Premises during such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because there shall be no abatement of changes, deletions, rent on account of the condition of said Demised Premises by reason of any loss or additions in construction requested damage by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, fire or other causes beyond damage or destruction if such damage or destruction was caused by the reasonable control negligent or willful act of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayedTenant. In no the event shall Landlord that the Demised Premises is destroyed or damaged so that it can not be required to rebuild, repair, repaired or replace any part reconstructed with reasonable diligence being exercised within one hundred twenty (120) days from the date of the partitions, fixtures, additions, such destruction or damage by reason of fire or other property and improvements which casualty, either party may have been placed in or about the Premises by Tenant. (c) If terminate this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion giving written notice to the number other party within forty-five (45) days after the date of square feet of Rentable Area of the Premises rendered unusable by such destruction or damage; provided, however, that no Tenant may require Landlord to rebuild and restore the Demised Premises to its previous condition by giving Landlord written notice within such abatement shall be made under forty-five (45) day period; provided further, however, if there is less than one (1) year remaining on the provisions term of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of TenantLease, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice of termination unless Tenant is agreeable to Tenant within fifteen (15) days after such requirement is made by any such person, whereupon the Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in renewing this Lease for the expiration a minimum term of the Lease Term. three (g3) If any such casualty stated years, in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, which event Landlord shall not be liable have the right to terminate. For purposes of this paragraph, the term “tenantable condition” shall mean a condition of the Demised Premises for use by Tenant for inconvenienceits active operation of its food warehouse as operated immediately prior to the damage or destruction contemplated hereunder, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7Tenant’s reasonable judgment.

Damage and Destruction. (a) If the Building is destroyed or Premises are rendered partially materially damaged (i.e., to the extent of five percent (5%) or wholly unfit for occupancy by fire, more of the elements, act of God or other casualty, and if such damage cannot, in then full replacement cost) from a cause not insured against under Landlord's reasonable estimationcasualty insurance policy, be materially restored within ninety (90) days of such damagewith extended coverage, then Landlord may, at its sole option, shall have the right to terminate this Lease as by giving written notice of termination to Tenant within thirty (30) days after the date of such fire damage or casualty and destruction. If the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. is not so terminated, then Landlord shall exercise its option provided herein by written notice diligently proceed to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, repair and restore 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 then being usedBuilding. (b) If this Lease the Building is not terminated pursuant materially damaged or destroyed from a cause covered by Landlord's casualty insurance referred to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case they may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration repaired or restored within one hundred fifty (150) days after commencement of repair or restoration, then Landlord notifies Tenant of its election shall diligently proceed to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, Premises. If Landlord determines that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall cannot be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole repaired or in part following restored within such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, period. then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant given within fifteen sixty (1560) days after such requirement is made by any such person, whereupon the Lease shall end on the date of such damage or destructions, and Tenant's obligation to pay rent and other charges under this Lease shall terminate as if of the date of the damage or destruction, or the date Tenant ceases to do business at the Premises, whichever date is later. (c) If the Building is damaged to the extent of fifty percent (50%) or more of its replacement cost, Landlord may elect to terminate this Lease by written notice to Tenant given within sixty (60) days after the date of such destruction. (d) If in any case which is the subject of this paragraph 29, the Premises or any portion thereof is rendered unfit for use and occupancy and this Lease is not terminated as provided above, a just proportion of the Minimum Rent in light of the nature and extent of the damage were shall be abated until the date originally fixed Premises, excluding any fixtures or items installed or paid for by Tenant which Tenant is entitled or required to remove under this Lease, have been restored by Landlord as provided above. (e) Except as expressly provided otherwise in this Lease for the expiration Lease, damage to or destruction of the Premises shall not terminate this Lease Termor result in any abatement or rentals payable hereunder. Tenant waives any right of offset against its rental obligations provided by any statute or rule of law in connection with Landlord's duties of repair and restoration under the provisions of this Lease. (f) Landlord's duties of repair and restoration under the provisions of this Lease shall extend only to those portions of the Premises insured under Landlord's casualty insurance with extended coverage endorsements and Landlord shall not be responsible for any loss, damage, or destruction to Tenant's to fixtures, inventory or other Tenant-owned property. (g) If any such casualty stated Landlord shall obtain and maintain in this Paragraph 5.7 force a standard fire and extended risk insurance policy with Landlord as insured, insuring the Premises and building of which it is not the result of gross negligence or willful misconduct of a part in amounts and in form satisfactory to Landlord, which may also include, at Landlord's option, rental continuation for a period of twelve (12) months, earthquake (subject to the provisions of paragraph 26), flood, demolition, increased cost of construction due to changes in building codes, and such other coverage as Landlord shall not deems prudent or as may be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from required under the repair terms of any mortgage or deed of trust at any time encumbering the Building of which the Premises form a part. Any proceeds of such damage, or from any repair, modification, arranging, or rearranging of any portion insurance shall be payable to Landlord and used for repair and reconstruction of the Premises improvements, if Landlord is obligated under this Lease to repair or reconstruct, subject to any part requirements as to the disposition of the proceeds that may be imposed by the beneficiary under any mortgage or deed of trust at any time encumbering the Building. (h) Tenant shall obtain and maintain in force a standard fire and extended coverage insurance policy on all of the Building or for termination of this Lease as provided Tenant's personal property, in this Paragraph 5.7an amount equal to their full replacement value.

Damage and Destruction. ‌ (a) If In the Building event that the Premises, or any part thereof, or access thereto, shall be damaged or destroyed by fire or other insured casualty, but Tenant shall continue to have safe and reasonably convenient access to the Premises are and the Premises shall not thereby be rendered partially or wholly unfit for use and occupancy by fireTenant for the use set forth in Section 3.1 above, Landlord shall repair such damage or destruction (except damage or destruction to Tenant’s property or Tenant’s Alterations) with reasonable diligence. During the period when such repair work is being conducted, the elementsrent shall not be abated or suspended. (b) In the event that the Premises or any part thereof, act of God or access thereto, shall be so damaged or destroyed by fire or other casualtyinsured casualty that Tenant shall not have safe and reasonably convenient access to the Premises or the Premises shall thereby be rendered unfit for use and occupancy by Tenant for the use set forth in Section 3.1 above, and if such in the reasonable judgment of Landlord the damage cannot, in Landlord's reasonable estimation, or destruction may be materially restored repaired within ninety one hundred twenty (90120) days of such damagefrom the time the repair work would commence, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to so notify Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, after 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 occurrence of the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then damage or destruction and Landlord shall proceed with all due diligence to repair and restore the Building such damage or Premises, as the case may be destruction (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building Tenant’s property or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion Tenant’s alterations or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of with reasonable diligence. If in the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest reasonable judgment of Landlord in the Premises or means of access thereto cannot be repaired within one hundred twenty (120) days from the Building. (f) Notwithstanding anything herein time the repair work would commence and Landlord does not give Tenant the notice referred to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to itthis subsection, then Landlord either party shall have the right to terminate this Lease by delivering giving written notice of such termination to the other party within the period of sixty (60) to seventy-five (75) days after the occurrence of such damage or destruction. If neither party gives such notice of intention to terminate this Lease, then Landlord shall repair the damage or destruction with reasonable diligence. (c) In the event that Tenant shall not have reasonably convenient access to the Premises or the Premises shall otherwise be rendered unfit for the use set forth in Section 3.1 above by Tenant by reason of such damage or destruction, and if such damage or destruction was not caused by the negligence or willful act or omission of Tenant or any of its officers, employees, contractors, agents, subtenants or invitees, then the Basic Rent and Additional Rent shall be equitably suspended or abated until Landlord shall have substantially completed the repair of the Premises and the means of access thereto and, if applicable, the appropriate municipal entity shall have issued a certificate of occupancy for the Premises. (d) In addition to and apart from the foregoing provisions of this Article, provided that Tenant is not otherwise in default under the terms and provisions of the Lease beyond any applicable notice and cure period: (i) if a portion of the Premises shall be totally or almost totally damaged or destroyed by fire or other cause and if such damage or destruction was not caused by the negligence or willful act or omission of Tenant or any of its officers, employees, contractors, subtenants, agents or invitees such that Tenant cannot reasonably conduct business within the Premises at any time during the last twelve (12) months of the Term or any renewal thereof, either Landlord or Tenant may terminate this Lease by giving notice of such termination to the other party within thirty (30) days after the occurrence of such damage or destruction, and (ii) if the Building is damaged or destroyed by fire or other cause to such extent that the cost to repair the damage or destruction, as reasonably estimated by ▇▇▇▇▇▇▇▇, will be more than twenty-five percent (25%) of the replacement value of the Building immediately prior to the occurrence of such damage or destruction, then, whether or not the Premises are damaged, Landlord may terminate this Lease by giving notice of such termination to Tenant within fifteen thirty (1530) days after such requirement is made by any such person, whereupon the Lease shall end on the date occurrence of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Lease Termor destruction. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. If a fire or other casualty in the Premises or the Project occurs, Tenant shall immediately give notice thereof to Landlord. The following provision shall apply to any fire or other casualty: (a) If the Building damage is limited solely to the Premises and the Premises can, in the reasonable opinion of Landlord, be made tenantable with all damage repaired within six (6) months from the date of damage or destruction, then Landlord shall diligently rebuild the same; provided, however, that Landlord -------- ------- shall not be obligated to expend for such repair an amount in excess of the insurance proceeds recovered or recoverable as a result of such damage. (b) If portions of the Project outside the boundaries of the Premises are rendered partially damaged or wholly unfit for occupancy by firedestroyed (whether or not the Premises are also damaged or destroyed) and (i) the Premises and the Project can both, in the elementsreasonable opinion of Landlord, act be made tenantable with all damage repaired within six (6) months from the date of God damage or other casualtydestruction, and if (ii) Landlord determines that such reconstruction is economically feasible, then Landlord shall diligently rebuild the same; provided, however, that Landlord shall not be obligated to -------- ------- expend for such repair an amount in excess of the insurance proceeds recovered or recoverable as a result of such damage and Landlord shall have no obligation to repair or restore Tenant Extra Improvements or Alterations. (c) If (i) the Premises should be damaged by any occurrence not covered by Landlord's insurance, or (ii) the Premises or the Building should be damaged to the extent that the damage cannot, in Landlord's reasonable estimation, opinion be materially restored within ninety six (906) days of such damage, then Landlord may, at its sole option, terminate this Lease as of months from the date of such fire damage, or casualty and (iii) the Lease Term shall end on such date as if that date had been originally fixed in this Lease for Building should be damaged to the expiration extent of more than fifty percent (50%) of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days cost of such fire or other casualty. For purposes hereofreplacement thereof, 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 notwithstanding that the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be undamaged, or (except that Landlord may elect not to rebuild, and thus terminate this Lease, iv) if such the damage occurs during the last two (2) years of the Term, Landlord may elect either to repair or rebuild the Premises or the Building or to terminate this Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date upon giving notice in writing of such damage). In the event that Landlord shall fail election to complete such repairs and material restoration Tenant within one hundred fifty sixty (15060) days after Landlord notifies Tenant the happening of its election to repair and restore the event causing the damage. (d) During any period when the Premises are rendered untenantable because of any casualty, Base Rent shall ▇▇▇▇▇ proportionately until such time as provided in this Paragraphthe Premises are made tenantable as reasonably determined by Landlord or, Tenant mayif required by applicable law, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date a new certificate of such fire or casualty as if the date of such notice were the date originally fixed in this Lease occupancy is issued for the expiration damaged portion of the term hereofPremises, and no portion of the Rent so abated shall be subject to subsequent recapture; provided, however, that if construction there shall be no such -------- ------- abatement (i) except to the extent that the amount thereof is delayed because compensated for and recoverable from the proceeds of changes, deletions, rental abatement or additions in construction requested business interruption insurance maintained by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of LandlordLandlord with respect to this Lease, the period for restoration, repair Premises or rebuilding shall be extended for the amount of time Landlord Project or (ii) if the damage is so delayed. In no event shall Landlord be required to rebuild, repair, caused by Tenant or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by TenantTenant Party. (ce) The proceeds from any insurance paid by reason of damage to or destruction of the Project or the Building or any part thereof, the Building Standard Improvements or any other element, component or property insured by Landlord shall belong to and be paid to Landlord subject to the rights of any mortgagee of Landlord's interest in the Project or the beneficiary of any deed of trust that constitutes an encumbrance thereon. If this Lease shall not be is terminated by either party as a consequence of a casualty in accordance with any of the provisions of this Section 12.1, all proceeds of insurance required to be ------------ maintained either by Landlord pursuant or Tenant shall be paid to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion Landlord subject to the number rights of square feet any mortgagee of Rentable Area Landlord's interest in the Project or the beneficiary of the Premises rendered unusable by such damageany deed of trust that constitutes an encumbrance thereon; provided, however, that no such abatement Tenant shall be made paid all proceeds -------- ------- of insurance payable in connection with Tenant's Personal Property. (f) If the Premises, or any part thereof, or any portion of the Building necessary for Tenant's use of the Premises, are damaged or destroyed during the last twelve (12) months of the Term, or any extension thereof, Landlord or Tenant may terminate this Lease by giving written notice thereof to the other party within thirty (30) days after the date of the casualty, in which case this Lease shall terminate as of the later of the date of the casualty or the date of Tenant's vacation of the Premises (g) Except to the extent expressly provided in this Lease, nothing contained in this Lease shall relieve Tenant of any liability to Landlord or to Landlord's insurance carriers that Tenant may have under law or under the provisions of this Subparagraph (c) Lease in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of connection with any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the BuildingBuilding by fire or other casualty. (fh) If Landlord rebuilds the Premises under any provision of this Article 12, Tenant shall repair and restore Tenant Extra Improvements and any ---------- Alterations at Tenant's expense so as to restore the Premises to the condition existing prior to such damage or destruction, or, at Landlord's election, Landlord may repair and rebuild the Tenant Extra Improvements or Alterations, at Tenant's sole cost and expense in accordance with Section 6.7 of this Lease. So ----------- long as it does not delay completion of the restoration, Tenant may elect, at its expense, to update or redecorate the Premises in connection with the restoration but any changes shall be considered Alterations subject to the provisions of Section 6.7 above. ----------- (i) Notwithstanding anything herein any other provision of this Section 12.1, within ------------ ninety (90) days after the occurrence of any casualty, Landlord shall notify Tenant as to the contraryexpected period of time needed to complete any repair or restoration. If (i) Landlord estimates that it will take more than three hundred sixty five (365) days to complete the repair or restoration after the occurrence of the casualty, in and (ii) the event the holder damage or destruction renders a material portion of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to ituntenantable, then Landlord shall have the right Tenant may elect to terminate this Lease by delivering giving Landlord written notice of termination within twenty (20) days after receipt of Landlord's notice. If Tenant does not provide written notice within such time period, Tenant shall have permanently waived its right to terminate the Lease pursuant to this provision. In addition, if ▇▇▇▇▇▇▇▇ has not completed any restoration within three hundred sixty-five (365) days after the occurrence of the casualty (as such period may be extended by any period of Force Majeure or delay in receiving insurance proceeds, which period shall not exceed, in the aggregate, sixty (60) days), then Tenant may notify Landlord in writing that Tenant wishes to terminate the Lease. If Landlord has not completed restoration and delivered possession of the restored Premises to Tenant within fifteen thirty (1530) days after such requirement is made by any such person, whereupon the Lease shall end on the date of such damage as if notice then this Lease shall terminate and be of no further force and effect. If Landlord completes restoration and delivers possession of the restored Premises to Tenant within thirty (30) days after the date of such damage were the date originally fixed in notice then this Lease for the expiration of the Lease Termshall continue in full force and effect. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. In the event of damage or destruction of the Leased Premises of the Building by fire, lightning, earthquake, tempest or other casualty so that: (a) If the Building same is damaged or Premises are rendered partially destroyed to the extent that the same cannot with reasonable diligence be rebuilt, repaired or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety one hundred and twenty (90120) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of damage or destruction (as determined in the opinion in writing of the Landlord's Architect, which written opinion shall be delivered to the Tenant within thirty (30) days of the occurrence of such fire damage or casualty and the Lease Term shall end on such date as if that date had been originally fixed in destruction), then, notwithstanding any other term or condition of this Lease for to the expiration of contrary, the Landlord may terminate this Lease Term. Landlord shall exercise its option provided herein by written notice in writing to the Tenant given within sixty (60) days of the occurrence of such fire damage or other casualty. For purposes hereofdestruction, such notice to be effective as at the date of the damage or destruction if the Leased Premises are not capable of being utilized by the Tenant as determined by the Landlord's Architect and otherwise to be effective at the date specified in such notice of termination which shall not be less than thirty (30) days following receipt of such notice by the Tenant and in either of such events, the Building or Premises Rent hereby reserved shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's forthwith payable by the Tenant to the effective date of the termination except to the extent the use of the Leased Premises is diminished for which the Tenant shall receive an equitable abatement of Rent, the Term hereby granted shall terminate as at that date and the Landlord may as at the effective date of termination re-enter and take possession of the Leased Premises and deal with the same as fully and effectively as if these presents had not been entered into. But if within the said period of sixty (60) days, the Landlord shall not give notice terminating this Lease, then as soon as reasonably practicable thereafter, the Landlord shall forthwith proceed or continue with due diligence the rebuilding, repair or restoration with all reasonable diligence and the Basic Rent hereby reserved, or a proportionate part thereof depending upon the proportion of the Leased Premises that are not fit for use by the Tenant for the intended purpose of this Lease, shall ▇▇▇▇▇ until the Leased Premises have been rebuilt and made fit for which it was then being used.the intended purposes of this Lease; (b) If this Lease the same is not terminated pursuant damaged or destroyed to subparagraph the extent that the same can with reasonable diligence be rebuilt, repaired or restored within one hundred and twenty (a120) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years days of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In damage or destruction (as determined in the event that Landlord opinion in writing of the Landlord's Architect, which written opinion shall fail be delivered to complete such repairs and material restoration the Tenant within one hundred fifty thirty (15030) days after of the occurrence of such damage or destruction) and the Landlord notifies Tenant of its election is not otherwise entitled to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice pursuant to LandlordArticle 5.08 (a) the Landlord shall forthwith proceed as soon as reasonably practicable after such determination, whereupon this Lease shall end on undertake or continue with due diligence the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration repair of the term hereof; same with all reasonable diligence provided, however, that if construction is delayed because nothing herein contained shall impose any obligation upon the Landlord to complete such repair within the said period of changes, deletionsone hundred and twenty (120) days and the Basic Rent hereby reserved, or additions in construction requested a proportionate part thereof depending upon the proportion of the Leased Premises that are not fit for use by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended Tenant for the amount intended purposes of time Landlord is so delayed. In no event this Lease, shall Landlord be required to rebuild, repair, or replace any part of ▇▇▇▇▇ until the partitions, fixtures, additions, or other property and improvements which may Leased Premises have been placed in or about rebuilt and made fit for the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions intended purposes of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesLease. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Premises or the Building or Premises are rendered partially or wholly unfit for occupancy damaged by fire, the elements, act of God fire or other insured casualty, and if such damage cannot, in Landlord's reasonable estimation, Landlord shall give Tenant written notice of the time which will be materially restored within ninety (90) days of needed to repair such damage, as determined by Landlord in its reasonable discretion, and the election (if any) which Landlord has made according to this Article 19. Such notice will be given before the thirtieth (30th) day (the "notice date") after the fire or other insured casualty. (b) If the Premises or the Building are damaged by fire or other insured casualty to an extent which may be repaired within 180 days after the notice date, as reasonably determined by Landlord, Landlord shall promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event this Lease will continue in full force and effect except that Monthly Rent shall be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the Premises Tenant is unable to use during the repair period. (c) If the Premises or the Building are damaged by fire or other insured casualty to an extent that may not be repaired within 180 days after the notice date, as reasonably determined by Landlord, then (1) Landlord may, at its sole option, terminate may cancel this Lease as of the date of such fire damage by written notice given to Tenant on or casualty and before the Lease Term shall end on such notice date as if that date had been originally fixed in or (2) Tenant may cancel this Lease as of the date of such damage by written notice given to Landlord within 30 days after Landlord's delivery of a written notice that the repairs cannot be made within such 180-day period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord shall diligently proceed to repair the Building and Premises and Monthly Rent shall be abated on a pro rata basis during the repair period based on the proportion of the rentable area of the Premises Tenant is unable to use during the repair period. (d) Notwithstanding the provisions of Article 19(a), (b), and (c) above, if the Premises or the Building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the expiration repair of any damage to the Premises or the Building, Landlord shall have the option to repair such damage or cancel this Lease as of the Lease Term. Landlord shall exercise its option provided herein date of such casualty by written notice to Tenant within sixty on or before the notice date. However, nothing in this clause (60d) days of will waive or diminish Tenant's remedies for Landlord's failure to maintain the property insurance that Landlord is required to maintain under Article 6.1(a). (e) If any such damage by fire or other casualty. For purposes hereof, casualty is 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 result of the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building willful conduct or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct failure to act of Tenant, its agents, contractors, employees, contractors, or invitees, licensees, tenants, or assignees. (d) In the event there will be no abatement of any damage or destruction to the Building or the Premises, Monthly Rent as otherwise provided for in this Article 19. Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right no rights to terminate this Lease by delivering written notice on account of termination any damage to the Premises, the Building, or the Project except as specifically set forth herein, Tenant within fifteen (15) days after such requirement is made by hereby waiving any such person, whereupon right which exists at law or in equity to the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 extent Tenant is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair in violation of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7laws.

Damage and Destruction. In the event of damage or destruction of the Leased Premises of the Building by fire, lightning, earthquake, tempest or other casualty so that: (a) If the Building same is damaged or Premises are rendered partially destroyed to the extent that the samc cannot with reasonable diligence be rebuilt, repaired or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety one hundred and twenty (90120) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of damage or destruction (as determined in the opinion in writing of the Landlord's Architect, which written opinion shall be delivered to the Tenant within thirty (30) days of the occurrence of such fire damage or casualty and destruction) or the Lease Term shall end on estimated cost of rebuilding, repairing or restoring such date as if damage or destruction will exceed by $75,000 or more, the anticipated proceeds of insurance available to the Landlord for that date had been originally fixed in purpose, then, notwithstanding any other term or condition of this Lease for to the expiration of contrary, the Landlord may terminate this Lease Term. Landlord shall exercise its option provided herein by written notice in writing to the Tenant given within sixty (60) days of the occurrence of such fire damage or other casualty. For purposes hereofdestruction, such notice to be effective as at the date of the damage or destruction if the Leased Premises are not capable of being utilized by the Tenant as determined by the Landlord's Architect and otherwise to be effective at the date specified in such notice of termination which shall not be less than thirty (30) days following receipt of such notice by the Tenant and in either of such events, the Building or Premises Rent hereby reserved shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use forthwith payable by the Tenant to the effective date of the termination, the Term hereby granted shall terminate as at that date and the Landlord may as at the effective date of termination re-enter and take possession of the Leased Premises and deal with the same as fully and effectively as if these presents had not been entered into. But if within the said period of sixty (60) days, the Landlord shall not give notice terminating this Lease, then as soon as reasonably practicable thereafter, the Landlord shall undertake or continue the rebuilding, repair or restoration with all reasonable diligence and the Basic Rent hereby reserved, or a proportionate part thereof depending upon the proportion of the Leased Premises that are not fit for use by the Tenant for the intended purpose of this Lease, shall abate until the Leased Premises have been r▇▇▇▇▇t and made fit for which it was then being used.the intended purposes of this Lease; (b) If this Lease the same is not terminated pursuant damaged or destroyed to subparagraph the extent that the same can with reasonable diligence be rebuilt, repaired or restored within one hundred and twenty (a120) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years days of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In damage or destruction (as determined in the event that Landlord opinion in writing of the Landlord's Architect, which written opinion shall fail be delivered to complete such repairs and material restoration the Tenant within one hundred fifty thirty (15030) days after of the occurrence of such damage or destruction) and the Landlord notifies Tenant of its election is not otherwise entitled to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice pursuant to LandlordArticle 5.08 (a) the Landlord shall as soon as reasonably practicable after such determination, whereupon this Lease shall end on undertake or continue the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration repair of the term hereof; same with all reasonable diligence provided, however, that if construction is delayed because nothing herein contained shall impose any obligation upon the Landlord to complete such repair within the said period of changes, deletionsone hundred and twenty (120) days and the Basic Rent hereby reserved, or additions in construction requested a proportionate part thereof depending upon the proportion of the Leased Premises that are not fit for use by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended Tenant for the amount intended purposes of time Landlord is so delayed. In no event this Lease, shall Landlord be required to rebuild, repair, or replace any part of abate until the partitions, fixtures, additions, or other property and improvements which may Leased Premises have been placed in or about r▇▇▇▇▇t and made fit for the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions intended purposes of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesLease. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Building or Premises are rendered is damaged partially or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's ’s reasonable estimation, be materially restored within ninety one hundred twenty (90120) days of such damage, then either Landlord may, at its sole option, or Tenant may terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord or Tenant shall exercise its option provided herein by written notice to Tenant the other within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph subsection (a) above, then Landlord Landlord, within such one hundred twenty (120) day period, shall proceed with all due diligence to repair and restore to a condition substantially the same as existing on the date of this Lease the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years year of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive Term, regardless of any term extension option which is unexercised at the date of such damageoccurrence of the casualty). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty sixty (15060) days after Landlord notifies Tenant the end of its election to repair such 120 day period and restore Tenant’s use and enjoyment of the Premises as provided in this Paragraphis then materially impaired by the uncompleted restoration, Tenant may, may at its option and as its sole remedy, remedy terminate this Lease by delivering written notice to Landlord, whereupon this the Lease shall end on the date of such fire or casualty notice as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, deletions or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forcesGod, war, material or labor shortages, governmental regulation or control, 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 delayed. In no event shall Landlord be required to rebuild, repair, repair or replace any part of the partitionspersonal property, fixtures, additions, equipment or other property and improvements trade fixtures which may have been placed in or about the Premises by belong to Tenant. (c) If this Lease shall is not be terminated by Landlord pursuant to this Paragraph 5.7 Section 4.6 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent Base Rental and Rental Adjustment payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ be reduced in proportion to the number of square feet of Rentable Area of the Premises premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's ’s insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (fe) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 personholder, whereupon the 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 Lease Term. (gf) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of LandlordSection 4.6 occurs, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, expenses or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, arranging or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7Section 4.6.

Damage and Destruction. (a) If A. Minor Insured Damage -------------------- In the Building event the Premises or Premises are rendered partially the Building, or wholly unfit for occupancy any portion thereof, is damaged or destroyed by fire, any casualty that is covered by the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damageinsurance maintained by Landlord pursuant to Section XIV. above, then Landlord mayshall rebuild, at its sole optionrepair and restore the damaged portion thereof, terminate this Lease as provided that (1) the amount of insurance proceeds available to Landlord equals or exceeds the date cost of such fire rebuilding, restoration and repair, (2) such rebuilding, restoration and repair can be completed within one hundred eighty (180) days after the work commences in the opinion of a registered architect or casualty and engineer appointed by Landlord, (3) the Lease Term shall end on such date as if that date had been originally fixed in this Lease for damage or destruction has occurred more than twelve (12) months before the expiration of the Lease TermTerm and (4) such rebuilding, restoration, or repair is then permitted, under applicable governmental laws, rules and regulations, to be done in such a manner as to return the damaged portion thereof to substantially its condition immediately prior to the damage or destruction, including, without limitation, the same net rentable floor area. To the extent that insurance proceeds must be paid to a mortgagee or beneficiary under, or must be applied to reduce any indebtedness secured by, a mortgage or deed of trust encumbering the Premises, Building or Project, such proceeds, for the purposes of this subsection, shall be deemed not available to Landlord unless such mortgagee or beneficiary permits Landlord to use such proceeds for the rebuilding, restoration, and repair of the damaged portion thereof. Notwithstanding the foregoing, Landlord shall exercise its option provided herein have no obligation to repair any damage to, or to replace any of, Tenant's personal property, furnishings, trade fixtures, equipment or other such property or effects of Tenant. B. Major or Uninsured Damage ------------------------- In the event the Premises or the Building, or any portion thereof, is damaged or destroyed by written notice any casualty to Tenant the extent that Landlord is not obligated, under subsection A. above, to rebuild, repair or restore the damaged portion thereof, then Landlord shall within sixty (60) days after such damage or destruction, notify Tenant of its election, at its option, to either (1) rebuild, restore and repair the damaged portions thereof, in which case Landlord's notice shall specify the time period within which Landlord estimates such fire repairs or other casualtyrestoration can be completed; or (2) terminate this Lease effective as of the date the damage or destruction occurred. For purposes hereofIf Landlord does not give Tenant written notice within sixty (60) days after the damage or destruction occurs of its election to rebuild or restore and repair the damaged portions thereof, the Building or Premises Landlord shall be deemed "materially restored" to have elected to terminate this Lease. Notwithstanding the foregoing, if they are in such condition as would Landlord does not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant elect to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, Tenant may terminate this Lease if either (i) Landlord notifies Tenant that such damage occurs during the last two repair or restoration cannot be completed within three hundred and sixty- five (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150365) days after the work is commenced or (ii) the damage or destruction occurs within the last twelve (12) months of the Term, unless Tenant's actions or omissions are the cause of the damage. If Tenant has the right to terminate the Lease in accordance with the above provisions, Tenant may so elect by written notice to Landlord notifies Tenant which must be given within fifteen (15) days after Tenant's receipt of Landlord's notice of its election to repair and restore rebuild. Upon Landlord's receipt of such notice, the termination shall be effective as of the date the destruction occurred. C. Abatement of Rent ----------------- There shall be an abatement of rent by reason of damage to or destruction of the Premises or the Building, or any portion thereof, to the extent that (i) Landlord receives insurance proceeds for loss of rental income attributable to the Premises and (ii) the floor area of the Premises cannot be reasonably used by Tenant for conduct of its business, in which event the Monthly Rental shall ▇▇▇▇▇ proportionately according to (i) or (ii) above, as appropriate, commencing on the date that the damage to or destruction of the Premises or Building has occurred, and except that, if Landlord or Tenant elects to terminate this Lease as provided in this ParagraphSubsection B. above, Tenant may, at its option and as its sole remedy, terminate no obligation shall accrue under this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of after such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayedtermination. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under Notwithstanding the provisions of this Subparagraph (c) in the event Section, if any such damage shall have been caused through is due to the negligence fault or willful misconduct neglect of Tenant, its agentsany person claiming through or under Tenant, or any of their employees, contractorssuppliers, shippers, servants, customers or invitees, licenseesthen there shall be no abatement of rent by reason of such damage, tenantsunless and until Landlord is reimbursed for such abatement pursuant to any rental insurance policy that Landlord may, or assignees. (d) In in its sole discretion, elect to carry. Tenant's right to terminate this Lease in the event of any damage or destruction to the Building Premises or Building, is governed by the Premisesterms of this Section and therefore Tenant hereby expressly waives the provisions of any and all laws, whether now or hereafter in force, and whether created by ordinance, statute, judicial decision, administrative rules or regulations, or otherwise, that would cause this Lease to be terminated, or give Tenant shalla right to terminate this Lease, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 destruction of the party carrying such insurance and under its sole control except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that occurs. D. Waiver ------ Tenant waives the provisions of and any insurance proceeds be paid present or future laws or case decisions regarding damage, destruction, repair, or restoration of the Premises, Building and/or Project and agrees that the provisions of this Section XVIII shall control to it, 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 person, whereupon the Lease shall end on the date same effect. Upon completion of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence repair or willful misconduct of Landlordrestoration, Landlord Tenant shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of promptly refixture the Premises or any part or all of substantially to the Building or condition they were in prior to the casualty and shall reopen for termination of this Lease as provided in this Paragraph 5.7business if closed by the casualty.

Damage and Destruction. (a) If no Lease Default shall have occurred and be continuing and the Building or Premises are rendered partially or wholly unfit for occupancy by fire, Letter of Credit is in effect and the elements, act of God or other casualty, Credit Obligor has not dishonored any draws thereunder and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damagea Credit Obligor Insolvency Date shall not have occurred, then Landlord may, at its sole option, terminate this Lease as all Net Proceeds of insurance resulting from claims for losses in respect of damage to or destruction of the date of such fire Project (in whole or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60part) days of such fire or other casualty. For purposes hereof, the Building or Premises shall be deemed "materially restored" if they are applied as provided in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was then being usedCredit Documents. (b) If this no Lease Default shall have occurred and be continuing and the Letter of Credit is not terminated pursuant to subparagraph (a) abovein effect, or if the Credit Obligor has dishonored any draw thereunder or if a Credit Obligor Insolvency Date shall have occurred, then Landlord the following provisions shall apply in event of damage to or destruction of the Project (in whole or in part): (1) If the Project is destroyed (in whole or in part) or is damaged the User shall continue to make Rental Payments and will promptly give written notice of such damage and destruction to the Trustee and the Issuer. All Net Proceeds of insurance re- sulting from claims for such losses shall be paid to the Trustee and deposited in the Construction Fund, whereupon (i) the User, or the Issuer at the User’s direction, shall proceed with all due diligence promptly to repair and repair, rebuild or restore the Building property damaged or Premisesdestroyed to substantially the same condition in which it existed prior to the event causing such damage or destruction, with such changes, alterations and modifications (including the substitution and addition of other property) as the case may be (except that Landlord may elect desired by the User and as will not to rebuildimpair the operating unity or productive capacity of the Project or its character as a “project” under the Enabling Law, and thus terminate this Lease, if such damage occurs during the last two (2) years the User shall cause withdrawals to be made from the Construction Fund to pay the costs of such repair, rebuilding or restoration, either on completion thereof or as the work progresses. The balance (if any) of Net Proceeds remaining after the payment of all of the Lease Term (unless Tenant extends costs of such repair, rebuilding or restoration shall be deposited in the Lease Term for an additional two Bond Fund and applied to the extraordinary redemption of Bonds in accordance with the provisions thereof and of the Indenture, or, if none of the Bonds are then Outstanding, shall be paid to the User. (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail the Net Proceeds are not sufficient to complete such repairs pay in full the costs of repairing, rebuilding and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore restoring the Premises Project as provided in this ParagraphSection, Tenant may, at its option the User shall nonetheless complete the work thereof and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration pay that portion of the term hereof; provided, however, that if construction is delayed because costs thereof in excess of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 said proceeds or shall pay to the Trustee for the account of the Issuer the moneys necessary to complete said work. The User shall not by reason of the payment of such excess costs (whether by direct payment thereof or payment to the Trustee therefor) be entitled to any reimbursement from the Issuer or any abatement or diminution of the Rental Payments hereunder. (3) Anything in this Section to the contrary notwithstanding, if, as a result of such damage or destruction the User is entitled to exercise an option to purchase the Project and duly does so delayed. In no event in accordance with the applicable provisions of Section 11.03 hereof, then neither the User nor the Issuer shall Landlord be required to rebuild, repair, rebuild or replace restore the property damaged or destroyed, and so much (which may be all) of any part Net Proceeds referable to such damage or destruction as shall be necessary to provide for full payment of the partitions, fixtures, additions, or other property Indenture Indebtedness shall be paid to the Trustee for deposit in the Bond Fund and improvements which may have been placed applied to the extraordinary redemption of the Bonds in or about accordance with the Premises by TenantIndenture and the Bonds and the excess thereafter remaining (if any) shall be paid to the User. (c) If this a Lease Default shall have occurred and be continuing, and the Letter of Credit is not be terminated by Landlord pursuant in effect or the Credit Obligor has dishonored any draw thereunder or a Credit Obligor Insolvency Date shall have occurred, then all Net Proceeds of insurance resulting from claims for losses in respect to this Paragraph 5.7 and if damage to or destruction of the Premises are unfit for occupancy Project (in whole or in part following such damage, part) shall be deposited in the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion Bond Fund and applied to the number of square feet of Rentable Area extraordinary redemption of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under Bonds in accordance with the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all terms of the property belonging to Tenant (other than partitions, fixtures, additions, Indenture and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removalBonds. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If If, during the Building Term, the Premises or Premises other improvements located thereon or therein are rendered damaged or destroyed, whether partially or wholly unfit for occupancy entirely, from any insured casualty, Landlord shall, within one hundred twenty (120) days after the discovery of such damage or destruction, commence to restore the Premises to substantially the same condition as prior to such casualty and, subject to the availability of necessary governmental permits to complete such restoration, prosecute same to diligent completion within two hundred seventy (270) days after Landlord commences to restore the Premises. Landlord's obligation shall not include repair or replacement of Tenant's equipment, furnishings, fixtures, personal property or nonstandard tenant improvements. Damage to or destruction of any portion of the building, fixtures, or other improvements on the Premises by fire, the elements, act of God or any other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, cause shall not terminate this Lease or entitle Tenant to surrender the Premises or otherwise affect the respective obligations of the parties, any present or future law to the contrary notwithstanding. If the existing laws do not permit the Premises to be restored to substantially the same condition as they were in immediately before such casualty and Landlord is unable to get a variance to such laws to permit the commencement of restoration of the Premises within the 120 day period, then either party may terminate this Lease by giving written notice to the other party within thirty (30) days after the expiration of such 120 day period, in which event this Lease shall terminate as of the date of such fire notice. Notwithstanding the foregoing, in the event that Landlord decides under this Section 19(a) or casualty and under Section 19(b) within one hundred twenty (120) days following the discovery of such damage or destruction, to demolish the Premises rather than rebuild it, Landlord may notify Tenant in writing within such 120-day period of such election, in which event the Lease Term shall end on will terminate as of the date of such date notice to Tenant. In the event Landlord fails to complete restoration of the Premises as if that date had been originally fixed provided in Sections 19(a) or 19(b) within the 270 day period specified, Tenant may terminate this Lease for by giving written notice to the Landlord within thirty (30) days after the expiration of such 270 day period, in which event this Lease shall terminate as of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days date of such fire or other casualty. For purposes hereof, 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 then being usednotice. (b) If the Premises are damaged or destroyed in whole or in part by any uninsured or under insured casualty, Landlord may within one hundred twenty (120) days following the date of discovery of damage: (i) commence to restore the Premises to substantially the same condition as they were in immediately before the destruction and, subject to the availability of necessary governmental permits to complete such restoration, prosecute the same diligently to completion within two hundred seventy (270) days after Landlord commences to restore the Premise, in which event this Lease is not terminated pursuant to subparagraph shall continue in full force and effect; or (aii) abovewithin the 120 day period, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during so restore the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage)Premises. In the event that either event, Landlord shall fail to complete such repairs and material restoration give Tenant written notice of its intention within one hundred fifty twenty (150120) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of following such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenantcasualty. (c) If this Lease shall not be terminated by Landlord pursuant any casualty occurs to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which last six (6) months of the Premises are unfit for initial Term or within the last six (6) months of any extension thereof so that Tenant's use or occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; providedis materially impaired, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage either party shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesright to terminate this Lease within thirty (30) days following such casualty. (d) In the event that a casualty not caused by Tenant or any of any damage Tenant's employees, agents, contractors, officers, directors, invitees, or destruction to licensees, results in the Building material impairment of Tenant's use or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all occupancy of the property belonging Premises and this Lease is not terminated in accordance with the terms of this Section 19, the Monthly Rent otherwise payable by Tenant shall be abated from the date of such casualty until the Premises are substantially completed, based on the extent to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion which Tenant's use or all occupancy of the Building or Premises is materially impaired by such casualty. Except for the Premises as Landlord abatement of Monthly Rent, all other obligations of Tenant under this Lease shall request, remain in full force and effect and Tenant hereby indemnifies and holds shall have no claim against Landlord harmless from for any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior loss suffered by Tenant due to such removal and/or such removalCasualty or any restoration or repair work undertaken as herein provided. (e) Any insurance which may be carried The provisions of California Civil Code 1932(2) and 1933(4), and any similar or successor statutes are hereby waived by Landlord or Tenant against loss or damage to the Building or Premises and shall be for the sole benefit inapplicable with respect to any damage or destruction of the party carrying Premises, such insurance and under its sole control except sections providing that Landlord's insurance may be subject to control by a lease terminates on the holder or holders destruction of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or unless Otherwise agreed between the Building. (f) Notwithstanding anything herein parties to the contrary. The foregoing notwithstanding, in the event the holder any rights of any indebtedness secured by Landlord's lender having a mortgage or deed to secure debt covering first lien on the Premises or Building requires that to any insurance proceeds be paid to it, then Landlord referenced above shall have supercede 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 person, whereupon the Lease shall end on the date use of such damage proceeds and Landlord's repair obligations as if the date of such damage were the date originally fixed set forth in this Lease for the expiration of the Lease TermSection 19. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Building or Premises are rendered partially or wholly unfit for occupancy is totally destroyed by fire, the elements, act of God tornado or other casualtycasualty (a "Total Casualty"), and if such damage cannot, in Landlord's reasonable estimation, which determination shall be materially restored made within ninety sixty (9060) days of the date of such damagecasualty by Landlord in good faith and in a commercially reasonable manner, then either Landlord may, at its sole option, or Tenant may elect to terminate the Term of this Lease as hereinafter provided. The term "Total Casualty" shall mean that the Building cannot be repaired or restored in a commercially reasonable manner to a physical condition that is structurally sound or cannot be repaired or restored without first accomplishing the demolition of the base Building. If a Total Casualty is determined to have occurred, then either Landlord or Tenant may elect to terminate the Term of this Lease by giving written notice of such election to the other party within thirty (30) days after the date of Landlord's determination that a Total Casualty has occurred. If either Landlord or Tenant timely elects to terminate the Term of this Lease, then the termination shall be effective as of the date of such fire election or casualty and as of a date specified in the Lease Term shall end on such notice, which date as if that may not be later than sixty (60) days following the date had been originally fixed in this Lease for the expiration of the Lease Termelection by that party. In addition to the foregoing, if the Premises or the Building is so damaged that Landlord shall exercise its option provided herein by reasonably determines in good faith and in a commercially reasonable manner (and provides written notice of such determination to Tenant within sixty (60) days of such fire casualty) that rebuilding or other casualty. For purposes hereof, the Building or Premises shall repairs cannot 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 then being used. completed within one hundred and eighty (b180) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at days after the date of such damage). In , or prior to the event that expiration of the seventh (7th) Lease Year hereunder, Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedyoption, terminate this Lease by delivering written notice to Landlord, whereupon Lease. If this Lease shall end on is terminated in accordance with the terms of this subparagraph (a), Rent will ▇▇▇▇▇ for the unexpired portion of the Lease Term effective as of the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 casualty. If neither Landlord is so delayed. In no event shall Landlord be required nor Tenant timely elects to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to itterminate, then Landlord the parties' shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen perform their respective repair and restoration obligations as set forth in subparagraph (15b) days after such requirement is made by any such person, whereupon the 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 Lease Termbelow. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. In the event of damage or destruction of the Leased Premises of the Building including Common Areas and Common Facilities by fire, lightning, earthquake, tempest or other casualty so that: (a) If the Building same is damaged or Premises are rendered partially destroyed to the extent that the same cannot with reasonable diligence be rebuilt, repaired or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety one hundred and twenty (90120) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of damage or destruction (as determined in the opinion in writing of the Landlord's Architect, which written opinion shall be delivered to the Tenant within thirty (30) days of the occurrence of such fire damage or casualty and the Lease Term shall end on such date as if that date had been originally fixed in destruction) then, notwithstanding any other term or condition of this Lease for to the expiration of contrary, the Landlord may terminate this Lease Term. Landlord shall exercise its option provided herein by written notice in writing to the Tenant given within sixty (60) days of the occurrence of such fire damage or other casualty. For purposes hereofdestruction, such notice to be effective as at the date of the damage or destruction if the Leased Premises are not capable of being utilized by the Tenant as determined by the Landlord's Architect and otherwise to be effective at the date specified in such notice of termination which shall not be less than thirty (30) days following receipt of such notice by the Tenant and in either of such events, the Building or Premises Rent hereby reserved shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's forthwith payable by the Tenant to the effective date of the termination except to the extent the use of the Leased Premises is diminished for which the, Tenant shall receive an equitable abatement of Rent, the Term hereby granted shall terminate as at that date and the Landlord may as at the effective date of termination re-enter and take possession of the Leased Premises and deal with the same as fully and effectively as if these presents had not been entered into. But if within the said period of sixty (60) days, the Landlord shall not give notice terminating this Lease, then as soon as reasonably practicable thereafter, the Landlord shall forthwith proceed or continue with due diligence the rebuilding, repair or restoration with all reasonable diligence and the Basic Rent hereby reserved, or a proportionate part thereof depending upon the proportion of the Leased Premises and associated Common Facilities that are not fit for use by the Tenant for the intended purpose of this Lease, shall ▇▇▇▇▇ until the Leased Premises have been rebuilt and made fit for which it was then being used.the intended purposes of this Lease; (b) If this Lease the same is not terminated pursuant damaged or destroyed to subparagraph the extent that the same can with reasonable diligence be rebuilt, repaired or restored within one hundred and twenty (a120) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years days of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In damage or destruction (as determined in the event that Landlord opinion in writing of the Landlord's Architect, which written opinion shall fail be delivered to complete such repairs and material restoration the Tenant within one hundred fifty thirty (15030) days after of the occurrence of such damage or destruction) and the Landlord notifies Tenant of its election is not otherwise entitled to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice pursuant to LandlordArticle 5.08 (a) the Landlord shall forthwith proceed as soon as reasonably practicable after such determination, whereupon this Lease shall end on undertake or continue with due diligence the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration repair of the term hereof; same with all reasonable diligence provided, however, that if construction is delayed because nothing herein contained shall impose any obligation upon the Landlord to complete such repair within the said period of changes, deletionsone hundred and twenty (120) days and the Basic Rent hereby reserved, or additions in construction requested a proportionate part thereof depending upon the proportion of the Leased Premises and associated Common Facilities that are not fit for use by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended Tenant for the amount intended purposes of time Landlord is so delayed. In no event this Lease, shall Landlord be required to rebuild, repair, or replace any part of ▇▇▇▇▇ until the partitions, fixtures, additions, or other property and improvements which may Leased Premises have been placed in or about rebuilt and made fit for the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions intended purposes of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesLease. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If If, during the Building Term, the Premises or Premises other improvements located thereon or therein are rendered damaged or destroyed, whether partially or wholly unfit for occupancy entirely, from any insured casualty, Landlord shall, within one hundred twenty (120) days after the discovery of such damage or destruction, commence to restore the Premises to substantially the same condition as prior to such casualty and, subject to the availability of necessary governmental permits to complete such restoration, prosecute same to diligent completion within two hundred seventy (270) days after Landlord commences to restore the Premises. Landlord's obligation shall not include repair or replacement of Tenant's equipment, furnishings, fixtures, personal property or nonstandard tenant improvements. Damage to or destruction of any portion of the building, fixtures, or other improvements on the Premises by fire, the elements, act or any other cause shall not terminate this Lease or entitle Tenant to surrender the Premises or otherwise affect the respective obligations of God the parties, any present or other casualtyfuture law to the contrary notwithstanding. If the existing laws do not permit the Premises to be restored to substantially the same condition as they were in immediately before such casualty and Landlord will be unable to get a variance to such laws to permit the commencement of restoration of the Premises within the 120 day period, and if then Landlord shall so advise Tenant of such damage cannot, in Landlord's reasonable estimation, be materially restored fact within ninety forty-five (9045) days of such damageLandlord's discovery of the damage or destruction, then Landlord may, at its sole option, and thereafter either party may terminate this Lease by giving written notice to the other party within thirty (30) days after the delivery of such notice, in which event this Lease shall terminate as of the date of such fire termination notice. Notwithstanding the foregoing, in the event that Landlord decides under this Section 19(a) or casualty and under Section 19(b) within forty-five (45) days following the discovery of such damage or destruction, to demolish the Premises rather than rebuild it, Landlord shall notify Tenant in writing within such 45-day period of such election, in which event the Lease Term shall end on will terminate as of the date of such date notice to Tenant. In the event Landlord fails to complete restoration of the Premises as if that date had been originally fixed provided in Sections 19(a) or 19(b) within the 270 day period specified, Tenant may terminate this Lease for by giving written notice to the Landlord within thirty (30) days after the expiration of such 270 day period, in which event this Lease shall terminate as of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days date of such fire or other casualty. For purposes hereof, 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 then being usednotice. (b) If the Premises are damaged or destroyed in whole or in part by any uninsured or under insured casualty, Landlord may within one hundred twenty (120) days following the date of discovery of damage: (i) commence to restore the Premises to substantially the same condition as they were in immediately before the destruction and, subject to the availability of necessary governmental permits to complete such restoration, prosecute the same diligently to completion within two hundred seventy (270) days after Landlord commences to restore the Premise, in which event this Lease is not terminated pursuant to subparagraph shall continue in full force and effect; or (aii) abovewithin forty-five (45) days following the discovery of such damage or destruction, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during so restore the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage)Premises. In the event that either event, Landlord shall fail to complete such repairs and material restoration give Tenant written notice of its intention within one hundred fifty forty-five (15045) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of following such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenantcasualty. (c) If this Lease shall not be terminated by Landlord pursuant any casualty occurs to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which last six (6) months of the Premises are unfit for initial Term or within the last six (6) months of any extension thereof so that Tenant's use or occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; providedis materially impaired, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage either party shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesright to terminate this Lease within thirty (30) days following such casualty. (d) In the event that a casualty not caused by Tenant or any of any damage Tenant's employees, agents, contractors, officers, directors, invitees, or destruction to licensees, results in the Building material impairment of Tenant's use or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all occupancy of the property belonging Premises and this Lease is not terminated in accordance with the terms of this Section 19, the Monthly Rent otherwise payable by Tenant shall be abated from the date of such casualty until the Premises are substantially completed, based on the extent to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion which Tenant's use or all occupancy of the Building or Premises is materially impaired by such casualty. Except for the Premises as Landlord abatement of Monthly Rent, all other obligations of Tenant under this Lease shall request, remain in full force and effect and Tenant hereby indemnifies and holds shall have no claim against Landlord harmless from for any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior loss suffered by Tenant due to such removal and/or such removalcasualty or any restoration or repair work undertaken as herein provided. (e) Any insurance which may be carried The provisions of California Civil Code 1932(2) and 1933(4), and any similar or successor statutes are hereby waived by Landlord or Tenant against loss or damage to the Building or Premises and shall be for the sole benefit inapplicable with respect to any damage or destruction of the party carrying Premises, such insurance and under its sole control except sections providing that Landlord's insurance may be subject to control by a lease terminates on the holder or holders destruction of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or unless otherwise agreed between the Building. (f) Notwithstanding anything herein parties to the contrary. The foregoing notwithstanding, in the event the holder any rights of any indebtedness secured by Landlord's lender having a mortgage or deed to secure debt covering first lien on the Premises or Building requires that to any insurance proceeds be paid to it, then Landlord referenced above shall have supercede 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 person, whereupon the Lease shall end on the date use of such damage proceeds and Landlord's repair obligations as if the date of such damage were the date originally fixed set forth in this Lease for the expiration of the Lease TermSection 19. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) 18.1 If the Building premises or Premises the building are rendered partially or wholly unfit for occupancy damaged by fire, the elements, act of God fire or other insured casualty, and if such damage cannot, in Landlord's reasonable estimation, landlord will give tenant written notice of the time which will be materially restored within ninety (90) days of needed to repair such damage, as determined by landlord in its reasonable discretion, and the election (if any) which landlord has made according to this Article 18. Such notice will be given before the 30th day (the "notice date") after the fire or other insured casualty. 18.2 If the premises or the building are damaged by fire or other insured casualty to an extent which may be repaired within 120 days after the notice date, as reasonably determined by landlord, landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event this Lease will continue to full force and effect except that monthly rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the premises tenant is unable to use during the repair period. 18.3 If the premises or the building are damaged by fire or other insured casualty to an extent which may be repaired within 120 days after the notice date, as reasonably determined by landlord, then Landlord may, at its sole option, terminate (1) landlord may cancel this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein damage by written notice given to Tenant within sixty (60) days of such fire tenant on or other casualty. For purposes hereof, before the Building notice date 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate tenant may cancel this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date as of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the Lease shall end on the date of such damage by written notice given to the landlord within 10 days after landlord's delivery of a written notice that the repairs cannot be made within such 120-day period. If neither landlord nor tenant so elects to cancel this Lease, landlord will diligently proceed to repair the building and premises and monthly rent will be abated on a pro rata basis during the repair period based on the proportion of the rentable area of the premises tenant is unable to use during the repair period. 18.4 Notwithstanding the provisions of subparagraphs (a), (b), and (c) above, if the premises or the building are damaged by uninsured casualty, of if the proceeds of insurance are insufficient to pay for the repair of any damage to the premises or the building, landlord will have the option to repair such damage or cancel this Lease as if of the date of such damage were casualty by written notice to tenant on or before the date originally fixed in this Lease for the expiration of the Lease Termnotice date. (g) 18.5 If any such damage by fire or other casualty stated in this Paragraph 5.7 is not the result of gross the willful conduct or negligence or willful misconduct failure to act of Landlordtenant, Landlord shall not be liable to Tenant for inconvenienceits agents, annoyancecontractors, loss of profits, expensesemployees, or any other type invitees, there will be no abatement of injury or damage resulting from the repair monthly rent as otherwise provided for in this Article 18. Tenant will have no rights to terminate this Lease on account of any such damagedamage to the premises, the building, or from any repairthe project, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease except as provided set forth in this Paragraph 5.7Lease.

Damage and Destruction. (a) If the Building Building, improvements or other portions of the Premises are rendered partially or wholly unfit for occupancy by fire, the elements, act of God untenantable from fire or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety one hundred eighty (90180) days of such damage, then Landlord may, at in its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, the Building Building, or other portions of the Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenanttenant's use of the Premises for the purpose for which it was then being used. (b) . If this Lease is not terminated pursuant to subparagraph (a) abovethe above paragraph, then Landlord shall proceed with all due diligence to repair and restore the Building or PremisesBuilding, as at Landlord's cost, once it has been assured of the case may be existence of and payment of the insurance proceeds (except that Landlord may elect not to rebuild, and thus terminate this Lease, rebuild if such damage occurs during the last two (2) years year of the term of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date data of such damage). In If this Lease is not terminated pursuant to the above paragraph, the term of this Lease shall end on the date of such damage as if the date had been originally fixed in this Lease for the expiration of term hereof. If the Lease shall not be terminated by Landlord pursuant to the above paragraph and in the event that the Landlord shall should fail to complete such repairs and material restoration within one hundred fifty eighty (150180) days after Landlord notifies Tenant the date of its election to repair and restore the Premises as provided in this Paragraphsuch damage, Tenant may, may at its option and as its sole remedy, remedy terminate this Lease by delivering written notice to Landlord, Landlord whereupon this the Lease shall end on the date of such fire or casualty notice as if the date of such notice were the date where originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, deletions or additions in construction requested by Tenant, or because of Tenant strikes, lockouts, casualties, acts of God or intervention of other supernatural forcesGod, war, material or labor shortages, governmental regulation or control, control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or of rebuilding shall be extended for the amount of time Landlord is so delayed. Tenant agrees that during any period of restoration or repair of Premises, Tenant shall continue the operation of the Tenant's business within the Premises to the extent practicable, During the period from the date of damage until the date that the untenantable portion of the Premisses is materially restored, the rent shall be reduced to the extent of the proportion of the Premises which is untenable, however, there shall be no abatement of other sums to be paid by Tenant to Landlord as required by this Lease. In no event shall Landlord be required to rebuild, repair, repair or replace any part of the partitions, fixtures, additions, or additions and other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if Tenant after the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; providedCommencement Date, however, that no such abatement shall be made under Landlord has the provisions of this Subparagraph (c) in right but not the event such damage shall have been caused through the negligence obligation to rebuild, repair or willful misconduct of replace at Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all 's expense so much of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or other improvements as may be necessary to insure that the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removalare materially restored. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Premises or the Building or Premises are rendered partially or wholly unfit for occupancy damaged by fire, the elements, act of God fire or other insured casualty, Landlord will give Tenant written notice of the time which will be needed to repair such damage, as determined by Landlord in its reasonable discretion, and the election (if such damage cannot, any) which Landlord has made according to this Article 17. Such notice will be given before the 30th day (the "notice date") after the fire or other insured casualty. (b) If all or part of the Premises is damaged by fire or other insured casualty to an extent which in Landlord's reasonable estimationopinion can be repaired within 120 days after the notice date, be materially restored within ninety (90) days Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such damagerepair. In that event this Lease will continue in full force and effect except that Monthly Rent will be abated from the date of the damage until the date of the completion of such repairs (the "repair period"). (c) If all or a substantial part of the Premises is damaged by fire or other insured casualty to an extent which may not be repaired within 120 days after the notice date, as reasonably determined by Landlord, then (i) Landlord may, at its sole option, terminate may cancel this Lease as of the date of such damage by written notice given to Tenant on or before the notice date or (ii) Tenant may cancel this Lease as of the date of such damage by written notice given to Landlord within 10 days after Landlord's delivery of a written notice that the repairs cannot be made within such 120-day period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord will diligently proceed to repair the Premises and Monthly Rent will be abated during the repair period. (d) If all or a substantial part of the Building is damaged by fire or other insured casualty and to such a material extent that in the Lease Term shall end on such date as if that date had been originally fixed reasonable opinion of Landlord the Building must be totally or partially demolished, whether or not to be reconstructed in whole or in part, Landlord may elect to terminate this Lease by written notice delivered to Tenant by the Notice Date. (e) Notwithstanding the provisions of subparagraphs (a), (b), (c) and (d) above, if the Premises or the Building are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the expiration repair of any damage to the Premises or the Building, Landlord will have the option to repair such damage or cancel this Lease as of the Lease Term. Landlord shall exercise its option provided herein date of such casualty by written notice to Tenant within sixty on or before the notice date. (60f) days of If any such damage by fire or other casualty. For purposes hereof, casualty is 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 result of the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building willful conduct or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct failure to act of Tenant, its agents, employees, contractors, employees or invitees, licensees, tenants, or assignees. (d) In the event there will be no abatement of any damage or destruction to the Building or the Premises, Monthly Rent as otherwise provided for in this Article 17. Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall will have the right no rights to terminate this Lease by delivering written notice on account of termination any damage to Tenant within fifteen (15) days after such requirement is made by any such personthe Premises, whereupon the Lease shall end on Building, or the date of such damage Project, except as if the date of such damage were the date originally fixed set forth in this Lease for the expiration of the Lease TermLease. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Building is destroyed or Premises are rendered partially or wholly unfit for occupancy by damaged (including, without limitation, smoke and water damage) as a result of fire, the elements, act of God accident or other casualtycasualty required to be insured against by the Landlord pursuant to this Lease or otherwise insured against by the Landlord and not caused by the Tenant, and if as a result of such occurrence: (i) the Building is rendered wholly or partially untenantable, this Lease will continue in full force and effect and the Landlord shall, subject to subsections 10.1(b) and 10.2(a), commence diligently to restore the Building to the Base Standard (hereinafter in this Part 10 to be referred to as the "Landlord's Restoration Work") and then only to the extent of the insurance proceeds actually received by the Landlord, and only Net Rent (but not Additional Rent) will ▇▇▇▇▇ entirely or proportionately, as the case may be, to the portion of the Building rendered untenantable from the date of the destruction or damage cannotuntil the Landlord has completed the Landlord's Restoration Work; (ii) the Building is not rendered untenantable in whole or in part, the Lease will continue in full force and effect, the Rent will not ▇▇▇▇▇ and the Landlord shall, subject to subsection 10.1(b), commence diligently to carry out the Landlord's Restoration Work. (b) Notwithstanding subsection 10.1(a), if the Building is damaged or destroyed by any cause whatsoever, and if, in the opinion of a duly licensed architect retained by the Landlord's reasonable estimation, acting reasonably, the Building cannot be materially restored rebuilt or made fit for the use provided for in this Lease within ninety (90) days of such damagethe damage or destruction, then the Landlord instead of carrying out the Landlord's Restoration Work may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice elect to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice in writing to the Tenant. In the case of such election, the Term and the tenancy hereby created will expire upon the thirtieth (30th) day after such notice is given, without indemnity or penalty payable by, or any other recourse against, the Landlord, whereupon this Lease shall end on and the Tenant shall, within such thirty (30) day period, vacate and surrender the Premises to the Landlord. Rent will be due and payable until the date of such fire or casualty as if termination in accordance with the date provisions of such notice were the date originally fixed in section 10.1 of this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by TenantLease. (c) If this Lease shall not be terminated Upon the Tenant being notified in writing by the Landlord pursuant to this Paragraph 5.7 and if that the Premises are unfit for occupancy in whole or in part following such damageLandlord's Restoration Work has been substantially completed, the rent payable during Rent shall re-commence and the period in which Tenant will forthwith complete the Premises are unfit for occupancy shall abat▇ ▇▇ proportion work necessary to restore the Building to the number of square feet of Rentable Area of condition existing prior to the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under damage or destruction (the provisions of this Subparagraph (c"Tenant's Restoration Work") in and all other work required to fully restore the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesBuilding for business. (d) In Notwithstanding the event foregoing, the Landlord shall be entitled to change the specifications of any the Base Standard as same existed prior to such damage or destruction and restore according to plans, specifications, and working drawings other than those used in the original construction of the Building, provided that the Building, as re-built, will have reasonably similar facilities and services to those in the Building prior to the Building damage or destruction having regard, however, to the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all age of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to at such removal and/or such removaltime. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) Repair and Restoration. If the Building and/or the Premises are damaged by fire or other perils covered by insurance carried by Landlord, Landlord shall, subject to the provisions of Section 21(b) below, have the following rights and obligations: (i) If the Building or and/or the Premises are rendered partially damaged or wholly unfit for occupancy destroyed by fireany such peril, to the elements, act extent the cost to repair exceeds twenty-five percent (25%) of God the then full replacement value thereof or other casualty, and if the damage thereto is such damage that the Building and/or the Premises cannot, in the reasonable estimate of Landlord's reasonable estimation, be materially repaired, reconstructed and restored within ninety six (906) days months from the date of such damagedamage or destruction using customary diligence, then Landlord mayshall, at its sole option, terminate as soon as reasonably possible thereafter, either commence or cause the commencement of the repair, reconstruction and restoration of the Building and/or the Premises and prosecute or cause the same to be prosecuted diligently to completion, in which event this Lease shall remain in full force and effect; or within sixty (60) days after such damage or destruction, elect not to so repair, reconstruct or restore the Building and/or the Premises, in which event this Lease shall terminate. In either event, Landlord shall give Tenant written notice of its intention within said sixty (60) day period. If Landlord elects not to restore the Building and/or the Premises, this Lease shall be deemed to have terminated as of the date of such fire damage or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being useddestruction. (bii) If this Lease is not terminated pursuant the Building and/or the Premises are partially damaged or destroyed by any such peril, to subparagraph (a) above, then Landlord shall proceed with all due diligence the extent the cost to repair is twenty-five percent (25%) or less of the then full replacement value thereof, and restore if the damage thereto is such that the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore and/or the Premises as provided in this Paragraph, Tenant reasonably may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control estimate of Landlord, the be repaired, reconstructed or restored within a period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. six (c6) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice months from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the Lease shall end on the date of such damage as if or destruction using customary diligence, then Landlord shall commence or cause the date commencement of such damage were and diligently complete or cause the date originally fixed in this Lease for the expiration completion of the Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result work of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all reconstruction and restoration of the Building or for termination of and/or the Premises and this Lease as provided shall continue in this Paragraph 5.7full force and effect.

Damage and Destruction. (a) If 11.1. In the event that the Building is damaged or Premises are rendered partially or wholly unfit for occupancy destroyed by fire, the elements, act of God fire or other casualtycasualty so that (i) more than one half (1/2) of the rentable square feet of the Building is rendered untenantable, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety or (90ii) days Lessee reasonably determines that the undamaged portion of such damagethe Building is not reasonably adequate for the conduct of Lessee’s normal business operations, then Landlord may, at its sole option, Lessor or Lessee may elect to terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant the other, given within sixty (60) days after the date of such fire damage or other casualtydestruction. For purposes hereofAny notice given hereunder shall specify a date for the expiration of this Lease, upon which date the initial Term of the Renewal Term (as appropriate) shall expire and Lessee shall quit, surrender and vacate the Premises, and this Lease shall thereupon be rendered void and of no further effect, provided however that such expiration shall be without prejudice to all rights,. duties and obligations arising under this Lease prior thereto, so that all Rent as equitably adjusted, shall be paid up to the date of expiration, and any Rent paid by Lessee on account of any period subsequent to such date, shall be promptly returned by Lessor to Lessee. All insurance proceeds shall be the sole and absolute property of Lessor. 11.2. In the event that neither Lessor nor Lessee shall terminate this Lease pursuant to Section 11.1 above following any such damage or destruction, or in the event that less than one half (1/2) of the rentable square feet of the Building or Premises shall be deemed "materially restored" if they are is rendered untenantable, then as promptly as possible, but in such condition as would not prevent or materially interfere with Tenant's use any event within one hundred twenty (120) days of the Premises for date on which Lessor obtains the purpose for which it was then being used. insurance proceeds attributable thereto (b) If this Lease is not terminated pursuant to subparagraph (a) abovethe “Restoration Commencement Date”), then Landlord Lessor shall proceed with all due diligence to repair and restore the Building or Premises, as to the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during condition the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised same was in at the date hereof (or as near as possible thereto) provided that all such repair and restoration shall be subject to the receipt by Lessor of sufficient insurance proceeds, it being hereby agreed and understood that Lessor shall not have any obligation to use any monies other than said insurance proceeds for the purpose of such damage)repair and restoration. It is further agreed and understood that Lessor shall not be responsible for repair or restoration of any Alterations made by Lessee or responsible for the replacement of Lessee’s Personalty. In the event that Landlord shall fail to complete any such repairs and material repair or restoration is not completed within one hundred fifty twenty (150120) days after Landlord notifies Tenant of its election to repair and restore from the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be Restoration Commencement Date then subject to control by any force majeure preventing the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrarysame, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right Lessee may elect to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by in the manner set out in Section 11.1 above. During any such personrepair and restoration, whereupon until the Lease same shall end on have been substantially completed, 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of LandlordRent payable hereunder shall be prorated, Landlord shall not be liable according to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all that proportion of the Building or which remains usable by Lessee for termination the conduct of this Lease as provided in this Paragraph 5.7Lessee’s normal business operations.

Damage and Destruction. If and whenever during the Term the building erected on the Premises shall be destroyed or damaged by any of the perils insured against as hereinbefore stated, then and in every such event: (a) If the Building damage or destruction is such that the building erected on the Premises are is rendered partially or wholly unfit for occupancy by fire, the elements, act of God or other casualtyit is impossible and unsafe to use and occupy, and if such damage cannotin either event the damage, in Landlord's the reasonable estimation, opinion of the Lessor to be materially restored given to the Lessee within ninety thirty (9030) days of the happening of such damagedamage or destruction, cannot be repaired with reasonable diligence within one hundred and twenty (120) days from the happening of such damage or destruction, then Landlord may, at its sole optioneither the Lessor or the Lessee may within five (5) days next succeeding the giving of the Lessor's opinion as aforesaid, terminate this Lease by giving to the other notice in writing of such termination, in which event this Lease and the Term shall cease and be at an end as of the date of such fire destruction or casualty damage and the Lease Term shall end on such date as if that date had been originally fixed in rent and all other payments for which Lessee is liable under the terms of this Lease for shall be apportioned and paid in full to the expiration date of such destruction or damage. In the event that neither Lessor nor Lessee shall terminate this Lease, then Lessor shall repair the building with all reasonable speed and the rent hereby reserved shall ▇▇▇▇▇ from the date of the Lease Termhappening of the damage until the damage shall be made good to the extent of enabling Lessee to use and occupy the Premises. Landlord If the cumulative costs to repair and or replace exceeds the total of a twenty- four (24) month rental payment the Lessor shall exercise its option provided herein by written have the right to provide notice to Tenant within sixty the Lessee and tenant of termination of this Lease Agreement and requires a six (606) days month notice of such fire or other casualty. For purposes hereof, 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 termination of the Premises for the purpose for which it was then being usedLease Agreement. (b) If this Lease the damage be such that the building erected on the Premises is not terminated pursuant unfit for occupancy or if it is impossible or unsafe to subparagraph use or occupy it but if in either event the damage, in the reasonable opinion of the Lessor to be given to the Lessee within thirty (a30) abovedays from the happening of such damage, can be repaired with reasonable diligence within one hundred and twenty (120) days from the happening of such damage, then Landlord the rent hereby reserved shall proceed ▇▇▇▇▇ from the date of the happening of such damage until the damage shall be made good to the extent of enabling the Lessee to use and occupy the building and the Lessor shall repair the damage with all due diligence reasonable speed. DRAFT If the cumulative costs to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part exceeds the total of a twenty- four (24)-month rental payment the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord Lessor shall have the right to terminate this Lease by delivering written provide notice to the Lessee and tenant of termination to Tenant within fifteen (15) days after such requirement is made by any such person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7Agreement and will provide a six (6) month notice of termination of Lease Agreement.

Damage and Destruction. (a) If the Building all or Premises are rendered partially or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, Premises shall be destroyed or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy damaged in whole or in part following such damage, the rent payable during the period in by fire or other casualty (including any casualty for which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (cinsurance was not obtained or obtainable) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage kind or destruction to the Building nature, ordinary or the Premisesextraordinary, foreseen or unforeseen, Tenant shall, upon shall give to Landlord notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant thereof within fifteen (15) days after such requirement is made by any casualty occurs, except that no notice shall be required if the estimated cost of repairs, alterations, restorations, replacements, and rebuilding the Premises or portion thereof so damaged or destroyed (collectively, "Restoration") shall be less than Ten Thousand and 00/100 Dollars ($10,000.00.) Tenant shall, whether or not such persondamage or destruction shall have been insured, whereupon and whether or not insurance proceeds, if any, shall be sufficient for the Lease shall end on the date purpose of such damage as if Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace, and rebuild the date of such damage were Premises or portion thereof so damaged or destroyed (collectively, "Restore") the date originally fixed in this Lease for same, at least to the expiration extent of the Lease Term. (g) If any value and as nearly as possible to the condition, quality, and class of the Premises existing immediately prior to such casualty stated occurrence. Landlord in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord no event shall not be liable obligated to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of Restore the Premises or any part portion thereof or all to pay any of the Building costs or for termination expenses thereof. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Premises or the portion thereof so damaged or destroyed, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, and in either case such failure or neglect continues for ninety (90) days after notice from Landlord, or if prior to the completion of any such Restoration by Tenant, this Lease as provided in this Paragraph 5.7shall expire.

Damage and Destruction. That if during the Term or any renewal thereof, the Building shall be destroyed or damaged by fire or the elements then the following provisions shall have effect: (ai) If the damage or destruction is such that the Building or Premises are is rendered partially or wholly unfit for occupancy by fire, or it is impossible or unsafe to use and occupy the elements, act of God or other casualty, Premises and if in either event the damage, in the reasonable opinion of the Lessor, to be given to the Lessee within ten days of the happening of such damage or destruction, cannot, in Landlord's not be repaired with reasonable estimation, be materially restored diligence within ninety one hundred and twenty (90120) days from the happening of such damagedamage or destruction, then Landlord may, at its sole option, either the Lessor or the Lessee may within five (5) days next succeeding the giving of the Lessor's opinion as aforesaid terminate this Lease by giving to the other notice in writing of such termination, in which event this Lease and the term hereby demised shall cease and be at an end as of the date of such fire destruction or casualty damage and the rent and all other payments for which the Lessee is liable under the terms of th4s Lease Term shall end on such be apportioned and paid in full to the date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire destruction or other casualty. For purposes hereof, damage; in 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except event that Landlord may elect not to rebuild, and thus neither Lessor nor Lessee so terminate this Lease, if then the Lessor shall repair the said Premises with all reasonable speed, and notwithstanding such damage occurs during or destruction, the last two term of this Lease and the Lessee's obligations to pay rent and observe the other covenants contained in this Lease shall continue without abatement, provided rent shall abate to the extend that the lessor recovers lo▇▇ ▇▇ rental from its insurance coverage. (2ii) years If in the reasonably opinion of the Lease Term Lessor, to be given to the Lessee within ten (unless Tenant extends 10) days of the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date happening of such damage)damage or destruction, the said damage or destruction can be repaired with reasonable diligence within one hundred and twenty (120) days from the happening of such damage or destruction, then the Lessor shall repair the said Premises with all reasonable speed, and notwithstanding such damage or destruction, the term of this Lease and the Lessee's obligations to pay rent and observe the other covenants contained in this Lease shall continue without abatement, provided rent shall abate to the extent that the Lessor recovers loss of rental from its insurance coverage. In the event that Landlord shall fail to complete such repairs the repair of the damage and material restoration destruction is not completed within the said period of one hundred fifty and twenty (150120) days, the rent hereby reserved shall abate from the day following the end of the sai▇ ▇▇▇iod of one hundred and twenty (120) days after Landlord notifies Tenant of its election until the day upon which the Lessee is able to repair occupy and restore use the Premises as Premises; provided in this Paragraph, Tenant may, at its option and as its sole remedy, that the Lessee may terminate this Lease by delivering giving the Lessor written notice to Landlord, whereupon this Lease shall end ~notice on the date day following the said period of such fire one hundred and twenty (120) days or casualty as if the date within thirty (30) days thereafter of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right intention to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such person, whereupon the and this Lease shall end on cease and be void and 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 Lease TermTerm expire and be at an end. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. In the event of damage or destruction of the Leased Premises of the Building by fire, lightning, earthquake, tempest or other casualty so that: (a) If the Building same is damaged or Premises are rendered partially destroyed to the extent that the same cannot with reasonable diligence be rebuilt, repaired or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety one hundred and twenty (90120) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of damage or destruction (as determined in the opinion in writing of the Landlord’s Architect, which written opinion shall be delivered to the Tenant within thirty (30) days of the occurrence of such fire damage or casualty and destruction) or the Lease Term shall end on estimated cost of rebuilding, repairing or restoring such date as if damage or destruction will exceed by $75,000 or more, the anticipated proceeds of insurance available to the Landlord for that date had been originally fixed in purpose, then, notwithstanding any other term or condition of this Lease for to the expiration of contrary, the Landlord may terminate this Lease Term. Landlord shall exercise its option provided herein by written notice in writing to the Tenant given within sixty (60) days of the occurrence of such fire damage or other casualty. For purposes hereofdestruction, such notice to be effective as at the date of the damage or destruction if the Leased Premises are not capable of being utilized by the Tenant as determined by the Landlord’s Architect and otherwise to be effective at the date specified in such notice of termination which shall not be less than thirty (30) days following receipt of such notice by the Tenant and in either of such events, the Building or Premises Rent hereby reserved shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use forthwith payable by the Tenant to the effective date of the termination, the Term hereby granted shall terminate as at that date and the Landlord may as at the effective date of termination re-enter and take possession of the Leased Premises and deal with the same as fully and effectively as if these presents had not been entered into. But if within the said period of sixty (60) days, the Landlord shall not give notice terminating this Lease, then as soon as reasonably practicable thereafter, the Landlord shall undertake or continue the rebuilding, repair or restoration with all reasonable diligence and the Basic Rent hereby reserved, or a proportionate part thereof depending upon the proportion of the Leased Premises that are not fit for use by the Tenant for the intended purpose of this Lease, shall ▇▇▇▇▇ until the Leased Premises have been rebuilt and made fit for which it was then being used.the intended purposes of this Lease; (b) If this Lease the same is not terminated pursuant damaged or destroyed to subparagraph the extent that the same can with reasonable diligence be rebuilt, repaired or restored within one hundred and twenty (a120) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years days of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In damage or destruction (as determined in the event that Landlord opinion in writing of the Landlord’s Architect, which written opinion shall fail be delivered to complete such repairs and material restoration the Tenant within one hundred fifty thirty (15030) days after of the occurrence of such damage or destruction) and the Landlord notifies Tenant of its election is not otherwise entitled to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice pursuant to LandlordArticle 5.08 (a) the Landlord shall as soon as reasonably practicable after such determination, whereupon this Lease shall end on undertake or continue the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration repair of the term hereof; same with all reasonable diligence provided, however, that if construction is delayed because nothing herein contained shall impose any obligation upon the Landlord to complete such repair within the said period of changes, deletionsone hundred and twenty (120) days and the Basic Rent hereby reserved, or additions in construction requested a proportionate part thereof depending upon the proportion of the Leased Premises that are not fit for use by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended Tenant for the amount intended purposes of time Landlord is so delayed. In no event this Lease, shall Landlord be required to rebuild, repair, or replace any part of ▇▇▇▇▇ until the partitions, fixtures, additions, or other property and improvements which may Leased Premises have been placed in or about rebuilt and made fit for the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions intended purposes of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesLease. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If In the Building or event the Leased Premises are rendered partially damaged as a result of any cause other than the perils covered by fire and extended coverage insurance, then Landlord shall forthwith repair the same, provided the extent of the destruction is less than ten percent (10%) of the then full replacement cost of the Property. In the event the destruction of the Leased Premises is to an extent of ten percent (10%) or wholly unfit for occupancy by fire, more of the elements, act of God full replacement cost then Landlord shall have the option; (1) to repair or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of restore such damage, then Landlord maythis Lease continuing in full force and effect, but the Minimum Rent to be proportionately reduced as hereinabove in this Section; or (2) give notice to Tenant at its sole optionany time within sixty (60) days after such damage, terminate terminating this Lease as of the date specified in such notice, which date shall be no more than thirty (30) days after the giving of such fire or casualty notice. In the event of giving such notice, this Lease shall expire and all interest of Tenant in the Leased Premises shall terminate on the date so specified in such notice and the Lease Term Minimum Rent, reduced by a proportionate reduction, based upon the extent, if any, to which such damage interfered with the business carried on by the Tenant in the Premises, shall end on be paid up to date of said such date as if that date had been originally fixed termination. Notwithstanding anything to the contrary contained in this Lease for the expiration of the Lease Term. Section, Landlord shall exercise its option provided herein by written notice not have any obligation whatsoever to Tenant within sixty (60) days of such fire repair, reconstruct or other casualty. For purposes hereof, 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 restore the Premises for when the purpose for which it was then being used. (b) If damage resulting from any casualty covered under this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage Section occurs during the last two six (26) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration months of the term hereof; provided, however, that if construction is delayed because of changes, deletions, this Lease or additions in construction requested any extension thereof elected by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable required to Tenant for inconvenience, annoyance, loss of profits, expenses, or repair any other type of injury or damage resulting from the repair of by fire or other cause to any such damageleasehold improvements, fixtures, or from any repair, modification, arranging, or rearranging other personal property of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7Tenant.

Damage and Destruction. (a) If the Premises or Building is damaged by fire or other casualty then Landlord shall notify Tenant in writing (“Landlord’s Damage Notice”) of the estimated time, in Landlord’s reasonable judgment, required to substantially complete the repairs of such damage (the “Landlord’s Restoration Work”). In the event of such damage to the Premises are rendered partially or wholly unfit for occupancy the Building by fire, the elements, act of God fire or other casualty: (i) Landlord may terminate the Lease if either (A) Landlord’s Restoration Work cannot, and if in Landlord’s opinion, reasonably be substantially completed within one hundred eighty (180) days after Landlord delivers Landlord’s Damage Notice to Tenant (when such repairs are made by a qualified contractor without the payment of overtime or other premiums), or (B) the damage is not fully covered by Landlord’s insurance policies obtained or required to be obtained by Landlord pursuant to Section 8.3(i) above the damage cannot, in Landlord's reasonable estimationthe professional judgment of a licensed contractor engaged by T▇▇▇▇▇, be materially restored within ninety substantially completed by the date which is the earlier of the Lease Expiration Date or one hundred eighty (90180) days of such damage, then Landlord may, at its sole option, terminate this Lease as of after the date of the damage; and (ii) if such fire or casualty and the Lease Term shall end on such date damage is a Tenant Damage Event (as if that date had been originally fixed in defined hereinbelow), Tenant may terminate this Lease for the expiration of the Lease TermLease. Landlord shall exercise its option provided herein by written notice If either party so elects to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease it must do so by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion thereof to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph other party within thirty (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (1530) days after such requirement is made by any such personL▇▇▇▇▇▇▇’s delivery of Landlord’s Damage Notice, whereupon the Lease which termination shall end on be effective upon 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 termination notice is not the result of gross negligence or willful misconduct of Landlorddelivered. As used herein, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.a “

Damage and Destruction. (a) If 11.1. In the event that the Building is damaged or Premises are rendered partially or wholly unfit for occupancy destroyed by fire, the elements, act of God fire or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety casualty so that more than one third (901/3) days of such damagethe rentable square feet of the Building is rendered untenantable, then Landlord may, at its sole option, Lessee may elect to terminate this Lease as of the date of such fire damage or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein destruction by written notice to Tenant Lessor, given within sixty thirty (6030) days after the date of such damage or destruction. Upon any such termination, Lessee shall quit, surrender and vacate the Premises, and this Lease shall thereupon be rendered void and of no further effect, provided however that such expiration shall be without prejudice to all rights, duties and obligations arising under this Lease prior thereto, so that all Rent shall be paid up to the date of expiration, and any Rent paid by Lessee on account of any period subsequent to such date, shall be promptly returned by Lessor to Lessee. Notwithstanding the foregoing, Lessee shall have no right to terminate this Lease under the provisions of this Section 11.1, in the event that the damage or destruction occurred as a result of the willfulness or negligence of Lessee, or of Lessee’s employees or agents. 11.2. In the event that Lessee shall not terminate this Lease pursuant to Section 11.1 above following any such damage or destruction, or in the event that less than one third (1/3) of the rentable square feet of the Building is rendered untenantable, then as promptly as possible, but in any event within one hundred eighty (180) days of such fire or other casualty. For purposes hereofthe date on which Lessor obtains the insurance proceeds attributable thereto (the “Restoration Commencement Date”), the Building or Premises Lessor 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building to the condition the same was in immediately following Final Completion of Lessor’s Work, or Premisesas near as possible thereto, as provided that all such repair and restoration shall be subject to the case may be (except receipt by Lessor of sufficient insurance proceeds, it being hereby agreed and understood that Landlord may elect Lessor shall not have any obligation to rebuild, and thus terminate this Lease, if such damage occurs during use any monies other than said insurance proceeds for the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date purpose of such damage)repair and restoration. In the event that Landlord shall fail to complete such repairs and material repair or restoration is not completed within one two hundred fifty forty (150240) days after Landlord notifies Tenant of its election from the Restoration Commencement Date (except where the same is delayed due to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as any matter which would constitute Excusable Delay if the date of such notice same were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which Lessor’s Work) then Lessee may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right elect to terminate this Lease in manner set out in Section 11.1 above. During such repair and restoration, the Fixed Rent payable hereunder shall continue to be due and payable for so long as the same is recovered by delivering written notice of termination Lessee pursuant to Tenant within fifteen the business loss insurance maintained by Lessee pursuant to Section 7.2 (15iv) days after above. If such requirement is made by any such personrepair and restoration shall outlast said insurance, whereupon then the Lease Fixed Rent payable hereunder 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlordbe prorated, Landlord shall not be liable according to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all that proportion of the Building or which remains usable by Lessee for termination the conduct of this Lease as provided in this Paragraph 5.7its normal business operations.

Damage and Destruction. If prior to full payment of the Bonds (a) If or provision for payment thereof having been made in accordance with the Building provisions of the Trust Agreement), the Project Facilities shall be damaged or Premises are rendered partially or wholly unfit for occupancy totally destroyed by fire, the elementsflood, act of God windstorm, or other casualtycasualty at any time during the Lease Term, there shall be no abatement or reduction in the rent payable by the Company under this Lease, and, to the extent that the claim for loss resulting from such damage or destruction is not greater than $50,000 the Company (i) will promptly repair, rebuild, replace or restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the Company and as will not make the Project unsuitable for the Project Purposes, and if (ii) will apply for such purpose so much as may be necessary of any Net Proceeds of insurance policies resulting from claims for such losses not in excess of $50,000 as well as any additional moneys of the Company necessary therefor. All Net Proceeds of insurance resulting from claims for any such loss not in excess of $50,000 shall be paid to the Company. If prior to fall payment of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Trust Agreement), the Project Facilities shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm or other casualty to such extent that the claim for loss resulting from such destruction or damage cannotis in excess of $50,000 the Company shall promptly give written notice thereof to the Director and the Trustee. All Net Proceeds of insurance policies resulting from claims for such losses in excess of $50,000 shall be paid to and held by the Trustee in the Collateral Proceeds Account, whereupon, unless the Company shall have elected to exercise its option to purchase the Project pursuant to the provisions of Section 10.2(a) of this Lease, (i) the Company will proceed to repair, rebuild, replace or restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the Company and as will not make the Project unsuitable for tile Project Purposes, and (h) the Trustee will disburse moneys in Landlord's reasonable estimation, be materially restored within ninety (90) days the Collateral Proceeds Account to or upon the direction of the Company for payment of the costs of such damagerepair, then Landlord mayrebuilding, at its sole optionreplacement or restoration, terminate this Lease either on completion thereof or, if the Company shall so request, as the work progresses. Any such disbursements shall be made pursuant to the procedures set forth in Section 3.3 of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for disbursement of moneys in the expiration Project Fund, including, but not limited to, the requirement that the Company obtain the written approval of the Lease Term. Landlord shall exercise its option provided herein by written notice Director with respect to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage)each disbursement. In the event that Landlord shall fail the moneys in the Collateral Proceeds Account are not sufficient to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore pay in MI the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date costs of such fire repair, rebuilding, replacement or casualty as if restoration, the date Company nonetheless will complete the work and pay the costs thereof from its own resources. The Company shall not, by reason of the payment of such notice were excess costs, be entitled to any reimbursement from the date originally fixed Director or any diminution in this Lease for the expiration or postponement of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent rents payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions Section 4.3 of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesLease. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. Section 10.1. In case of damage to or total or partial destruction, other than by reason of condemnation proceedings (acollectively a “Casualty”) If of any building, improvements or building equipment now or hereafter on the Building or Premises are rendered partially or wholly unfit for occupancy by fire, land of and included in the elements, act of God or other casualtyLeased Premises, and if such damage cannotCasualty renders all or a substantial portion of the Leased Premises untenantable, and in Landlord's ’s reasonable estimation, opinion it would not be materially restored within ninety (90) days of such damageeconomically feasible to repair or restore the Leased Premises, then Landlord may, at its sole option, may terminate this Lease as of upon written notice to the date of such fire or casualty and Tenant within 90 days after the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease TermCasualty. Landlord shall exercise its option provided herein In addition, Landlord, by written notice to Tenant within sixty (60) 90 days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at after the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this ParagraphCasualty, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice if: (1) the Leased Premises have been materially damaged and there is less than 2 years of termination to Tenant within fifteen (15) days after such requirement is made by any such person, whereupon the Lease shall end Term remaining on the date of the Casualty; (2) any Mortgage requires that the insurance proceeds be applied to the payment of the mortgage debt. Section 10.2. If this Lease is not terminated, Landlord shall proceed with reasonable promptness to repair and restore the Leased Premises, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s reasonable control, and also subject to zoning laws and building codes then in effect. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease (except as hereinafter provided) if such damage as repairs and restoration are not in fact completed within the time period estimated by Landlord. However, if the Leased Premises are not repaired or restored within eighteen (18) months after the date of such damage were the date originally fixed in Casualty (“Outside Completion Date”), then either party may terminate this Lease for by written notice to the other party not later than thirty (30) days after the expiration of the Lease Term. (g) If Outside Completion Date, but prior to substantial completion of repair or restoration. Land lord and ▇▇▇▇▇▇ agree that the Outside Completion Date shall be postponed by the number of days the repair or restructuring work is delayed due to force majeur and shall take into effect any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord Tenant Delays. As used herein “Tenant Delay” shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or mean any other type of injury or damage delays resulting from the repair acts or omissions of Tenant, its employees, agents and contractors or their respective contractors or vendors, including, without limitation, and Tenant’s failure to comply with any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of its obligations under this Lease as provided in this Paragraph 5.7Lease.

Damage and Destruction. (a) If A. In the Building event that the leased premises or Premises any substantial part thereof, or any substantial part of the building of which the leased premises are rendered partially a part shall be destroyed or wholly unfit for occupancy damaged by fire, the elements, act of God fire or other unavoidable casualty, and if then this lease may be terminated al the election of Landlord, such damage cannot, in Landlord's reasonable estimation, election to be materially restored within ninety (90) days made by the giving of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of after such fire destruction or other casualty. For purposes hereof, 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 then being useddamage. (b) 1. If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building not exercise said election or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord or destruction shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any not affect a substantial part of the partitionsleased premises or building, fixturesthis lease shall continue in force and Landlord covenants in such event, additions, lo repair or other property and improvements which may have been placed in or about rebuild with reasonable diligence the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period building in which the Premises leased premises are unfit for occupancy shall abat▇ ▇▇ proportion located, so as to make the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) leased premises as nearly similar in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction value and character to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises their condition immediately prior to such removal and/or such removal. (e) Any insurance which may be carried by Landlord or Tenant against loss destruction or damage as shall be practicable and reasonable, to zoning and building laws then in existence. "Net proceeds of insurance recovered" refers to the Building or Premises shall be for gross amount of such insurance less the sole benefit reasonable expenses of landlord in connection with the collection of the party carrying same, including without limitation fees and expenses for legal and appraisal services. In such insurance and under its sole control except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contraryevent, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlordhowever, Landlord shall not be liable required to Tenant for inconvenience, annoyance, loss of profits, expensesrepair, or rebuild or restore any additions alterations or improvements made by or for the Tenant and not required by this lease to be furnished by Landlord, nor any trade fixtures, furniture, equipment, signs or other type properly installed by or belonging to Tenant. 2. If Landlord shall not exercise said election and if the leased premises shall not be repaired and rebuilt as above provided within one hundred eighty ( 180) days from date of injury such destruction or damage, then this lease and rent payments may be terminated at the election of Tenant, such election to be made by the giving of written notice to Landlord within ten (I 0) days after the end of said period. B. If this lease is not terminated as above provided and if the fault or neglect of the Tenant or its agents, servants, or employees did not cause or contribute to such damage resulting or destruction, then from and after such damage or destruction and until the leased premises are repaired or rebuilt in accordance with the foregoing provisions the fixed annual rent will ▇▇▇▇▇ from the repair date of any destruction or taking, either wholly or proportionately, according to the extent that the leased premises have been rendered untenantable by such damage, damage or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7destruction.

Damage and Destruction. (a) If either the Premises or the Building containing the Premises is totally destroyed or Premises are rendered partially or wholly unfit for occupancy so substantially damaged as to be untenantable by fire, the elementslightning, act of God earthquake, windstorm or other casualty, and if such damage cannotnot be repaired within one hundred twenty (120) days, in Landlord's reasonable estimation, this Lease may be materially restored within ninety terminated by either party upon thirty (9030) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to the other, and rent shall be accounted for between the Lessor and Lessee as the termination date. In the event of partial destruction or damage to the Premises, so as to render the Premises partially, but not wholly untenantable, this Lease shall not terminate but the annual rental rate shall be reduced in proportion to the area of the Premises which cannot be used or occupied by Tenant within sixty (60) days as a result of such fire or other casualty. For purposes hereofLandlord shall, in the Building event of such partial damage or destruction, and within a reasonable time after said fire or other casualty, subject to matters beyond Landlord's control and to the extent availability of insurance proceeds, restore the Premises shall be deemed "materially restored" if they are in such to as near the same structural condition as would not prevent existed prior to said fire or materially interfere with other casualty, but without prejudice to Tenant's use responsibility therefor should the fire or other casualty have resulted from the act, negligence, or fault of the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) aboveTenant or its representatives, then Landlord shall proceed with all due diligence to repair and restore the Building agents, or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage)invitees. In the event that Landlord of partial damage or destruction of the Premises (not caused by act, negligence, or fault of Tenant or its representatives, agents or invitees) which renders the remainder of the Premises impractical for use during restoration, the whole of the rent shall fail to complete such abat▇ ▇▇▇ing the restoration period. In the event of partial damage or destruction of the Premises, should the repairs and material or restoration not be completed for any reason within one hundred fifty twenty (150120) days after Landlord notifies Tenant from the date of its election to repair and restore the Premises as provided in this Paragraphsaid fire or casualty, Tenant may, at its option and as its sole remedy, may terminate this Lease by delivering giving the Landlord written notice to Landlord, whereupon this Lease shall end on terminate not later that one hundred (100) days after the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayedcasualty. In no event shall Landlord be required Tenant have any option to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease terminate nor shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area fire or other casualty be the result of the Premises rendered unusable by such damage; providedact, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct fault of Tenant, or its representatives, agents, employees, contractors, employees or invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If Section 13.01. Subject to the provisions of this Article 13, if the Premises, access thereto or any portion of the Building shall be destroyed or Premises are rendered partially or wholly unfit for occupancy damaged by fire, the elements, act of God fire or other casualty, Landlord shall repair the same, and if such damage cannot, in Landlord's reasonable estimation, any insurance proceeds received by Landlord shall be materially restored within ninety (90) days applied to the cost of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Termrepair. Landlord shall exercise its option provided herein by written notice to Tenant within sixty Within thirty (6030) days of such fire or casualty, Landlord shall give to Tenant written notice of Landlord’s estimate of the time it will take to make such repairs. If during any such period following a fire or other casualty. For purposes hereof, the Building or Premises Tenant shall be deemed "materially restored" if they are in such condition as would not prevent unable to use all or materially interfere with Tenant's use any portion of the Premises, a proportionate reduction shall be made to Tenant from the Rent and other charges due hereunder corresponding to the time during which and to the portion of the Premises for of which Tenant shall be so deprived of the purpose for which use on account thereof. Section 13.02. Notwithstanding the foregoing, in the event the Premises are damaged by fire or other casualty, Tenant shall have the right to terminate this Lease by giving written notice to Landlord if any of the following shall occur: (a) Landlord has given written notice to Tenant that it was then being used.will take more than 180 days to repair the Premises; or (b) If this Lease is not terminated pursuant to subparagraph (a) aboveThe Premises, then Landlord shall proceed with all due diligence to repair and restore access thereto or the Building are not restored to a condition comparable to that prior to such fire or Premises, as casualty within the case may be earlier to occur of (except 1) the expiration of the estimated period that Landlord may elect estimated in its written notice to Tenant, or (2) 180 days of such fire or casualty; or (c) The Premises or the Building is totally destroyed by fire or casualty, or is destroyed by fire or casualty in substantial part and such destruction cannot to rebuild, and thus terminate this Lease, if reasonably be repaired within 180 days of such damage fire or casualty; or (d) If the destruction occurs during the last with less than two (2) years remaining of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided then in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenanteffect. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if Section 13.03. Notwithstanding the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contraryforegoing, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering Building and/or the Premises are damaged by fire or Building requires that any insurance proceeds be paid to itother casualty, then Landlord shall have the right to terminate this Lease by delivering giving written notice of termination to Tenant if any of the following shall occur: (a) The Building is totally destroyed by fire or casualty, or is destroyed by fire or other casualty in substantial part and such destruction cannot reasonably be repaired within fifteen 270 days of such fire or casualty; or (15b) days after such requirement The amount of insurance proceeds is made by not adequate to pay the costs of the restoration; or (c) The holder of any such person, whereupon the Lease shall end mortgage on the date of such damage as if Property elects to retain the date of such damage were insurance proceeds; or (d) If the date originally fixed in this Lease for the expiration destruction occurs with less than two (2) years remaining of the Lease TermTerm then in effect. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Building or Premises are rendered is damaged partially or wholly unfit for occupancy by fire, the elements, act of God or other casualtycasualty (a “Casualty”), and if such damage cannot, in Landlord's ’s reasonable estimation, be materially restored within ninety one hundred eighty (90180) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty Casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualtyCasualty. For purposes hereofIf the Premises are materially damaged by any Casualty and the Lease is not terminated pursuant the preceding sentences, then Landlord shall provide notice to Tenant (the Building or Premises shall be deemed "materially restored" if they are “Restoration Notice”) indicating the date (the “Restoration Date”) by which, in such condition as would not prevent or materially interfere with Tenant's use the reasonable judgment of Landlord’s architect, restoration of the Premises for is feasible. If the purpose for Restoration Date is more than two hundred seventy (270) days following the date of the Casualty, then Tenant shall have the right to terminate this Lease by giving written notice thereof to Landlord within thirty (30) days after Tenant’s receipt of the Restoration Notice, in which it was then being usedevent this Lease and the tenancy hereunder shall terminate as of the date of such Restoration Notice. (b) If this If, following a Casualty, the Lease is not terminated pursuant to subparagraph (a) aboveas aforesaid, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years year of the Lease Term (unless as the same may have been extended by Tenant extends pursuant to the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at terms hereof, so long as such extension was made prior to the date of such damagethe Casualty). Landlord’s obligation to restore the Premises under the preceding sentence shall be discharged by Landlord’s restoration of the Premises to substantially the condition that exists as of the Effective Date. In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant on or prior to the Restoration Date and Tenant’s use and enjoyment of its election to repair and restore the Premises is then materially impaired by the uncompleted restoration, and Tenant cannot and does not operate its business as provided in this Paragrapha result thereof, Tenant may, at its option and as its sole remedyoption, terminate this Lease by delivering written notice to Landlord, whereupon this the Lease shall end on the date which is thirty (30) days following the date of such fire or casualty notice as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, howeverunless Landlord completes such repairs and material restoration within such 30-day period, that in which case such termination shall be null and void and of no further force and effect. Notwithstanding the foregoing, if construction restoration or repair is delayed because of changes, deletions, deletions or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts any event of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of LandlordForce Majeure, the period for restoration, repair or rebuilding Restoration Date shall be extended for the amount of time Landlord is so delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitionspersonal property, fixtures, additions, equipment or other property and improvements trade fixtures which may have been placed in or about the Premises by belong to Tenant. (c) If this Lease shall is not be terminated by Landlord pursuant to this Paragraph 5.7 Section 4.6 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent Base Rental and Pass-Through Expenses payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇▇▇▇ and Tenant’s Percentage Share shall be reduced in proportion to the number of square feet of Rentable Area of the Premises premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon reasonable prior written notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, additions and similar improvements) ), from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's ’s insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 personholder, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of LandlordSection 4.6 occurs, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7Section 4.6.

Damage and Destruction. (a) If In the Building or event that the Private Improvements on the Leased Premises are rendered partially or wholly unfit for occupancy shall be damaged by fire, the elements, act of God fire or other casualty, and if such damage cannotrenders the Private Improvements totally destroyed and untenantable in whole or in part, in Landlord's reasonable estimationSub-Lessee shall give immediate notice thereof to Sub-Lessor and the same shall be repaired, be materially restored within ninety (90) days of such damage, then Landlord may, and/or rebuilt by Sub-Lessee at its sole optioncost and expense, terminate but then only to the extent of any applicable insurance proceeds plus the deductible amount thereto, to the condition at least equal to that which existed prior to its damage or destruction and in compliance with all laws and regulations applicable at the time of repair and/or restoration of any improvements constructed thereon, and in accordance with a schedule as reasonably approved by the Sub-Lessor. For the purposes of this Lease as paragraph the term "totally destroyed" shall mean that the total aggregate cost to repair or replace the damage to the Private Improvements exceeds fifty percent (50%) of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration "actual cash value" of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, Private Improvements at 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 time of the Premises for casualty event. Notwithstanding the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Leaseforegoing, if any such damage or destruction occurs to the Private Improvements during the last two ten (210) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of Term, or any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraphrenewal or extension thereof, Tenant maySub-Lessee, at its option and as its sole remedyelection, may elect to repair the same or, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on Agreement and demolish the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration same and tender possession of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Leased Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of City/or Sub-Lessor by removal and grading the Premises rendered unusable area previously occupied by such damage; providedimprovements, however, that no such abatement shall be made under and leave the provisions of this Subparagraph (c) same in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) a neat and clean condition. In the event of any damage or destruction to the Building Private Improvements or any other improvements on the PremisesLeased Premises including, Tenant shallbut not limited to, upon notice from Landlordimprovements on any sub-parcel, remove forthwiththe Rent Payment shall be abated (or refunded as appropriate) for all such periods of time during which the Private Improvements are untenantable, at its sole cost and expense, such portion or all due to no fault of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all Sub- Lessee. Absent termination of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises this Agreement there shall be for the sole benefit no abatement of the party carrying such insurance and under its sole control except that Landlord's insurance may be subject to control by the holder CAM Charges during any period or holders of any indebtedness secured by a mortgage repair or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right reconstruction. If Sub-Lessee elects to terminate this Lease by delivering written notice Agreement pursuant to the terms of termination to Tenant within fifteen (15) days after such requirement is made by any such personthis Paragraph 13, whereupon it shall be relieved of all further obligations owed under the Lease shall end on Agreement, unless the date survival of such damage as if the date of such damage were the date originally fixed in this Lease obligation(s) is specifically provided for the expiration of the Lease Termherein. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If A. Except as hereinafter provided, if, during the Building or Premises are rendered partially or wholly unfit for occupancy by fireTerm, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as any of the date of Improvements on the Premises shall be damaged or destroyed by fire or any other casualty provided that such fire or casualty was not caused by Landlord’s gross negligence or willful misconduct, Tenant shall at Tenant’s sole cost and expense, repair or rebuild all the Lease Term shall end Improvements on the Premises or such date as if that date had been originally fixed portion thereof which was damaged, in this Lease for a good and workmanlike manner using materials of first grade and quality, to the expiration original condition of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days Improvements on the Premises or such portion thereof at the time of such fire or other casualty. For purposes hereofNotwithstanding the foregoing, however, in the Building event the Improvements on the Premises are damaged or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use destroyed at any time during the final three (3) lease years of the Premises for Term and if either (i) the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence cost to repair and restore or replace the Building or improvements on the Premises, as the case may be estimated by a contractor, architect or other construction consultant selected by T▇▇▇▇▇ and approved by Landlord, exceeds fifty percent (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (250%) years of the Lease Term full replacement value of all improvements located on the Premises, or (unless Tenant extends the Lease Term for an additional two ii) such repair and replacement cannot reasonably be completed within one hundred eighty (2180) year period) exclusive of any option which is unexercised at days after the date of the damage or destruction, as estimated by a contractor, architect or other construction consultant selected by T▇▇▇▇▇ and approved by L▇▇▇▇▇▇▇, then Tenant may terminate this Lease upon such damage). In the event that date as is set forth in a notice given to Landlord shall fail to complete such repairs and material restoration within one hundred fifty thirty (15030) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire the damage or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereofdestruction; provided, however, that if construction the date of termination shall be no less than five (5) and no more than sixty (60) days after the effectiveness of such notice and in no event shall Tenant terminate this Lease upon the occurrence of damage or destruction of the improvements on the Premises unless (a) it has maintained the insurance coverage in the manner required by this Lease and (b) it pays over to Landlord all insurance proceeds from such insurance coverage and the amount of any deductible or self-insurance retention amount with respect to such insurance coverage. Unless this Lease is delayed because of changesso terminated, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of Landlord, the period for restoration, Tenant shall proceed with repair or rebuilding and Landlord shall make the net insurance proceeds of such insurance coverage payable with respect to such fire or other casualty available to Tenant on a commercially reasonable basis to pay the costs of such repair and rebuilding, and all costs of such repair or rebuilding in excess of the net insurance proceeds shall be extended for paid by Tenant. During the amount period of time Landlord is so delayed. such repair or rebuilding, Rent shall be abated. B. In no event shall Landlord be required to rebuild, repair, or replace liable for any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) Any insurance which may be carried by Landlord or Tenant against loss or damage sustained by Tenant by reason of any casualty to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in extent such loss or damage arises from the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of LandlordLandlord and / or its employees, Landlord shall not be liable to Tenant for inconveniencecontractors, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7and agents.

Damage and Destruction. If the Premises or the building are damaged by fire or other insured casualty, Landlord will give Tenant notice of the time which will be needed to repair such damage, as determined by Landlord in its reasonable discretion, and the election which ▇▇▇▇▇▇▇▇ has made according to this Section. Such notice will be given before the thirtieth (30th) day (hereinafter referred to as the “notice date”) after the fire or other insured casualty. (a) If the Building Premises or Premises Property are rendered partially damaged by fire or wholly unfit for occupancy by fire, other casualty to an extent which may be repaired within one hundred eighty (180) days after the elements, act of God fire or other casualty, Landlord will repair the damage and if diligently pursue the completion of such damage cannot, repair. In that event this Lease will continue in Landlord's reasonable estimation, full force and effect except that Rent shall be materially restored abated on a pro rata basis from the date of the fire or other insured casualty until the date of the completion of such repairs based on the rentable area of the Premises the use of which Tenant is deprived during the repair period. (b) If the Premises or the Property are damaged by fire or other casualty to an extent which may not be repaired within ninety one hundred eighty (90180) days of such damageafter the fire or other casualty, then (i) Landlord may, at its sole option, may terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein damage by written notice given to Tenant within sixty not later than the thirtieth (6030th) days of such day after the fire or other casualty. For purposes hereof, 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 then being used. (bii) If Tenant may Terminate this Lease is effective with the date of such damage by written notice given to Landlord within ten (10) days after ▇▇▇▇▇▇▇▇’s delivery of a notice that the repairs cannot terminated pursuant be made within such one hundred eighty (180) day period. If neither Landlord nor Tenant so elects to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs Landlord will repair the Property and Premises, including the Landlord’s and Tenant’s Improvements, and Rent will be abated on a pro rata basis during the last two (2) years repair period based on the rentable area of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive portion of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, the use of which Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on is deprived during the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenantperiod. (c) If this Lease shall not be terminated by Landlord pursuant the proceeds of insurance are insufficient to this Paragraph 5.7 and if pay for the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event repair of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contraryProperty, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds then Tenant shall be paid to it, then the amortized costs (determined on a straight line basis over the original term or renewal term only) for the amount of Tenant Improvements paid for by Tenant and Landlord shall will have the right option to repair such damage or terminate this Lease by delivering written notice as of termination to Tenant within fifteen (15) days after such requirement is made by any such person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable by written notice to Tenant for inconvenience, annoyance, loss of profits, expenses, not later than thirty (30) days following the fire or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7casualty.

Damage and Destruction. (a) If 11.1. In the event that the Building is damaged or Premises are rendered partially or wholly unfit for occupancy destroyed by fire, the elements, act of God fire or other casualtycasualty so that (i) more than one half (1/2) of the rentable square feet of the Building is rendered untenantable, and if such damage cannot, in Landlordor (ii) Lessee reasonably determines that the undamaged portion of the Building is not reasonably adequate for the conduct of Lessee's reasonable estimation, be materially restored within ninety (90) days of such damagenormal business operations, then Landlord may, at its sole option, Lessor or Lessee may elect to terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant the other, given within sixty (60) days after the date of such fire damage or other casualtydestruction. For purposes hereofAny notice given hereunder shall specify a date for the expiration of this Lease, upon which date the initial Term of the Renewal Term (as appropriate) shall expire and Lessee shall quit, surrender and vacate the Premises, and this Lease shall thereupon be rendered void and of no further effect, provided however that such expiration shall be without prejudice to all rights,. duties and obligations arising under this Lease prior thereto, so that all Rent as equitably adjusted, shall be paid up to the date of expiration, and any Rent paid by Lessee on account of any period subsequent to such date, shall be promptly returned by Lessor to Lessee. All insurance proceeds shall be the sole and absolute property of Lessor. 11.2. In the event that neither Lessor nor Lessee shall terminate this Lease pursuant to Section 11.1 above following any such damage or destruction, or in the event that less than one half (1/2) of the rentable square feet of the Building or Premises shall be deemed "materially restored" if they are is rendered untenantable, then as promptly as possible, but in such condition as would not prevent or materially interfere with Tenant's use any event within one hundred twenty (120) days of the Premises for date on which Lessor obtains the purpose for which it was then being used. insurance proceeds attributable thereto (b) If this Lease is not terminated pursuant to subparagraph (a) abovethe "Restoration Commencement Date"), then Landlord Lessor shall proceed with all due diligence to repair and restore the Building or Premises, as to the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during condition the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised same was in at the date hereof (or as near as possible thereto) provided that all such repair and restoration shall be subject to the receipt by Lessor of sufficient insurance proceeds, it being hereby agreed and understood that Lessor shall not have any obligation to use any monies other than said insurance proceeds for the purpose of such damage)repair and restoration. It is further agreed and understood that Lessor shall not be responsible for repair or restoration of any Alterations made by Lessee or responsible for the replacement of Lessee's Personalty. In the event that Landlord shall fail to complete any such repairs and material repair or restoration is not completed within one hundred fifty twenty (150120) days after Landlord notifies Tenant of its election to repair and restore from the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be Restoration Commencement Date then subject to control by any force majeure preventing the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrarysame, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right Lessee may elect to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by in the manner set out in Section 11.1 above. During any such personrepair and restoration, whereupon until the Lease same shall end on have been substantially completed, 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of LandlordRent payable hereunder shall be prorated, Landlord shall not be liable according to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all that proportion of the Building or which remains usable by Lessee for termination the conduct of this Lease as provided in this Paragraph 5.7Lessee's normal business operations.

Damage and Destruction. (a) If the Building or Premises are rendered partially or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph Subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraphcasualty, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty notice is received as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent and all additional rent and other charges payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇▇▇▇ in proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlordoccurs, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building Building, or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If no Lease Default shall have occurred and be continuing and the Building or Premises are rendered partially or wholly unfit for occupancy by fire, Letter of Credit is in effect and the elements, act of God or other casualty, Credit Obligor has not wrongfully dishonored any draws thereunder and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damagea Credit Obligor Insolvency Date shall not have occurred, then Landlord may, at its sole option, terminate this Lease as all Net Proceeds of insurance resulting from claims for losses in respect of damage to or destruction of the date of such fire Project (in whole or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60part) days of such fire or other casualty. For purposes hereof, the Building or Premises shall be deemed "materially restored" if they are applied as provided in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was then being usedLoan Agreement. (b) If this no Lease Default shall have occurred and be continuing and the Letter of Credit is not terminated pursuant to subparagraph (a) abovein effect, or if the Credit Obligor has wrongfully dishonored any draw thereunder and if a Credit Obligor Insolvency Date has not occurred, then Landlord the following provisions shall apply in event of damage to or destruction of the Project(in whole or in part): (1) If the Project is destroyed (in whole or in part) or is damaged the User shall continue to make Rental Payments and will promptly give written notice of such damage and destruction to the Trustee and the Issuer. All Net Proceeds of insurance resulting from claims for such losses shall be paid to the Trustee and deposited in the Construction Fund, whereupon (i) the User, or the Issuer at the User's direction, shall proceed with all due diligence promptly to repair and repair, rebuild or restore the Building property damaged or Premisesdestroyed to substantially the same condition in which it existed prior to the event causing such damage or destruction, with such changes, alterations and modifications (including the substitution and addition of other property) as the case may be (except that Landlord may elect desired by the User and as will not to rebuildimpair the operating unity or productive capacity of the Project or its character as a "project" under the Enabling Law, and thus terminate this Lease, if such damage occurs during the last two (2) years the Issuer shall cause withdrawals to be made from the Construction Fund to pay the costs of such repair, rebuilding or restoration, either on completion thereof or as the work progresses. The balance (if any) of Net Proceeds remaining after the payment of all of the Lease Term (unless Tenant extends costs of such repair, rebuilding or restoration shall be applied to the Lease Term for an additional two redemption of Bonds in accordance with the provisions thereof and of the Indenture, or, if none of the Bonds are then Outstanding, shall be paid to the User. (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail the Net Proceeds are not sufficient to complete such repairs pay in full the costs of repairing, rebuilding and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore restoring the Premises Project as provided in this ParagraphSection, Tenant may, at its option the User shall nonetheless complete the work thereof and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration pay that portion of the term hereof; provided, however, that if construction is delayed because costs thereof in excess of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 said proceeds or shall pay to the Trustee for the account of the Issuer the moneys necessary to complete said work. The User shall not by reason of the payment of such excess costs (whether by direct payment thereof or payment to the Trustee therefor) be entitled to any reimbursement from the Issuer or any abatement or diminution of the Rental Payments hereunder. (3) Anything in this Section to the contrary notwithstanding, if, as a result of such damage or destruction the User is entitled to exercise an option to purchase the Project and duly does so delayed. In no event in accordance with the applicable provisions of Section 11.03 hereof, then neither the User nor the Issuer shall Landlord be required to rebuild, repair, rebuild or replace restore the property damaged or destroyed, and so much (which may be all) of any part Net Proceeds referable to such damage or destruction as shall be necessary to provide for full payment of the partitions, fixtures, additions, or other property Indenture Indebtedness shall be paid to the Trustee and improvements which may have been placed in or about the Premises by Tenantexcess thereafter remaining (if any) shall be paid to the User. (c) If this a Lease shall Default has occurred and is continuing, and the Letter of Credit is not be terminated by Landlord pursuant in effect or the Credit Obligor has wrongfully dishonored any draw thereunder or there has occurred a Credit Obligor Insolvency Date, then all Net Proceeds of insurance resulting from claims for losses in respect to this Paragraph 5.7 and if damage to or destruction of the Premises are unfit for occupancy Project (in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy part) shall abat▇ ▇▇ proportion be applied to the number of square feet of Rentable Area redemption of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under Bonds in accordance with the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesterms thereof. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Building Premises or Premises are rendered partially or wholly unfit for occupancy Building, respectively, be damaged by fire, the elements, act of God fire or other casualtycasualty to such extent that the cost of restoration, and if such damage cannotas estimated by Lessor, in Landlord's reasonable estimationwill equal or exceed thirty percent (30%) of the replacement value of the Premises or Building (exclusive of foundation), be materially restored within ninety (90) days as the case may be, just prior to the occurrence of such the damage, then Landlord or if any damage shall occur as a result of afire or other casualty in the last one and one- half (1 1/2) years of the term of this Lease, Lessor may, at its sole optionnot later than the ninetieth (90th) day following the damage, terminate this lease by giving Lessee written notice of such election and this Lease shall be deemed to terminate on the third (3rd) day after the giving of said notice. Lessee shall surrender possession of the Premises within ten (1) days thereafter, and the Rent shall be apportioned as of the date of such fire the damage or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being useddestruction. (b) If this Lease is shall not be terminated pursuant to subparagraph (a) abovein accordance with the rights granted herein, then Landlord shall proceed with all due diligence to repair and Lessor shall, following receipt of their insurance proceeds, restore the Building or PremisesPremises to its condition immediately preceding said damage to he extent possible, as the case may be within one hundred twenty (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2120) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at days from the date of such damage). In the event that Landlord damage or destruction, subject to delays beyond Lessor's reasonable control; and Lessee shall fail have no right to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereofLease; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond Lessor shall not substantially complete the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. In no event shall Landlord be required to rebuild, repair, or replace any part restoration of the partitionsPremises within one hundred twenty (120) days following the date of such damage or destruction, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if so that the Premises are unfit ready for occupancy in whole or in part following such damageoccupancy, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; providedthen, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at Lessee as its sole cost and expenseremedy, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant Lessor within fifteen one hundred thirty (15130) days after such requirement is made by any such person, whereupon the Lease shall end on following the date of such damage or destruction. Lessee, not Lessor, shall restore fixtures, equipment, furniture and other personal property owned by Lessee. In the event that Lessee shall be unable to use any space in the Premises as if a result of a fire or other casualty, until demised premises are a fully repaired and ready for occupancy, the date of such damage were the date originally fixed in this Lease Base Rent shall be abated on a per diem basis, pro-rata for the expiration of the Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises which Lessee is unable to use because of such fire or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7other casualty.

Damage and Destruction. (a) If the Building or Premises are rendered partially or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) 12.1 In the event of any damage to or destruction of the Premises or any portion thereof (or any building of which the Premises may then be part) by fire or other casualty ("Damage or Destruction"), Lessor shall have the obligation, to the Building or extent and only to the extent of any recovery under the fire and extended coverage insurance maintained by Lessor from time to time with respect to the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost to repair or restore the Premises (as applicable) as promptly and expense, such portion reasonably as possible (after first allowing a sufficient period for the exercise of any right pursuant to Section 12.2). There shall be no abatement or all diminution of Rent with respect to any deprivation of Lessee of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion use or all occupancy of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or of any common areas of the BuildingPremises whatsoever in connection with any such Damage or Destruction for the period in which any portion of the Premises is unusable. (f) 12.2 Notwithstanding anything herein contained in Section 12.1 to the contrary, in the event the holder of any indebtedness secured Damage or Destruction which, in the judgment of a reputable architect (the "Architect") selected by Lessor within thirty (30) days thereof, cannot reasonably be repaired or restored within a mortgage period of six (6) months of the occurrence of such Damage or deed Destruction, Lessor and (only in the event of Damage or Destruction to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord Premises) Lessee shall each have the right to terminate this Lease by delivering written notice of termination to Tenant the other party within fifteen ten (1510) days after notice of the determination by the Architect. Lessor may (but shall have no obligation to) request a determination by the Architect unless Lessee shall, within five (5) days after any Damage or Destruction occurs with respect to the Premises request in writing to Lessor that such requirement is determination be made, in which event such determination shall be made by any at Lessee's expense. In the event of the termination of this Lease pursuant to this Section 12.2: (a) such persontermination shall be effective sixty (60) days after the giving of such notice to terminate, whereupon the Lease (b) there shall end on be no abatement or diminution of Rent prior to the date of such damage as if termination, and (c) Lessor shall have no obligation to repair or restore the date of such damage were the date originally fixed in this Lease for the expiration of the Lease TermPremises. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. In the event of damage or destruction of the Leased Premises of the Building by fire, lightning, earthquake, tempest or other casualty so that: (a) If the Building same is damaged or Premises are rendered partially destroyed to the extent that the same cannot with reasonable diligence be rebuilt, repaired or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety one hundred and twenty (90120) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of damage or destruction (as determined in the opinion in writing of the Landlord's Architect, which written opinion shall be delivered to the Tenant within thirty (30) days of the occurrence of such fire damage or casualty and destruction) or the Lease Term shall end on estimated cost of rebuilding, repairing or restoring such date as if damage or destruction will exceed by $250,000 or more, the anticipated proceeds of insurance available to the Landlord for that date had been originally fixed in purpose, then, notwithstanding any other term or condition of this Lease for to the expiration of contrary, the Landlord or the Tenant may terminate this Lease Term. Landlord shall exercise its option provided herein by written notice in writing to the Tenant or the Landlord, as the case may be, given within sixty (60) days of the occurrence of such fire damage or other casualty. For purposes hereofdestruction, such notice to be effective as at the date of the damage or destruction if the Leased Premises are not capable of being utilized by the Tenant as determined by the Landlord's Architect and otherwise to be effective at the date specified in such notice of termination which shall not be less than thirty (30) days following receipt of such notice by the Tenant and in either of such events, the Building or Premises Rent hereby reserved shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use forthwith payable by the Tenant to the effective date of the termination, the Term hereby granted shall terminate as at that date and the Landlord may as at the effective date of termination re-enter and take possession of the Leased Premises and deal with the same as fully and effectively as if these presents had not been entered into. But if within the said period of sixty (60) days, the Landlord and the Tenant shall not give notice terminating this Lease, then as soon as reasonably practicable thereafter, the Landlord shall undertake or continue the rebuilding, repair or restoration with all reasonable diligence and the Basic Rent hereby reserved, or a proportionate part thereof depending upon the proportion of the Leased Premises that are not fit for use by the Tenant for the intended purpose of this Lease, shall ▇▇▇▇▇ until the Leased Premises have been rebuilt and made fit for which it was then being used.the intended purposes of this Lease; (b) If this Lease the same is not terminated pursuant damaged or destroyed to subparagraph the extent that the same can with reasonable diligence be rebuilt, repaired or restored within one hundred and twenty (a120) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years days of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In damage or destruction (as determined in the event that Landlord opinion in writing of the Landlord's Architect, which written opinion shall fail be delivered to complete such repairs and material restoration the Tenant within one hundred fifty thirty (15030) days after of the occurrence of such damage or destruction) and the Landlord notifies Tenant of its election is not otherwise entitled to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice pursuant to LandlordArticle 5.08 (a) the Landlord shall as soon as reasonably practicable after such determination, whereupon this Lease shall end on undertake or continue the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration repair of the term hereof; same with all reasonable diligence provided, however, that if construction is delayed because nothing herein contained shall impose any obligation upon the Landlord to complete such repair within the said period of changes, deletionsone hundred and twenty (120) days and the Basic Rent hereby reserved, or additions in construction requested a proportionate part thereof depending upon the proportion of the Leased Premises that are not fit for use by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended Tenant for the amount intended purposes of time Landlord is so delayed. In no event this Lease, shall Landlord be required to rebuild, repair, or replace any part of ▇▇▇▇▇ until the partitions, fixtures, additions, or other property and improvements which may Leased Premises have been placed in or about rebuilt and made fit for the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions intended purposes of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesLease. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If and whenever the Building Leased Premises or Premises are rendered partially or wholly unfit for occupancy any part thereof shall be damaged by fire, the elements, act of God fire or other casualty, and if cause to such damage canan extent that the Leased Premises shall not, in Landlord's reasonable estimationthe opinion of the Commission, be materially capable with due diligence of being repaired, restored or rebuilt within ninety a period of one hundred and eighty (90180) days after the occurrence of such damagedamage or if the Commission decides that it will not rebuild the Leased Premises, then Landlord may, at its sole option, the Commission may terminate this Lease as upon thirty (30) days notice given within forty-five (45) days after the occurrence of such damage and the Lessee shall thereupon immediately surrender the Leased Premises and this Lease to the Commission and Rent shall be apportioned to the date of such fire or casualty and termination, unless the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, the Building or Leased Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use also have been damaged to the extent of the Premises rendering them completely unsuitable for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant they were leased in which event Rent shall be apportioned to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In If the event damage is such that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Leased Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease can be partially used by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of LandlordLessee, the period for restoration, repair or rebuilding Rent payable hereunder shall be extended for the amount of time Landlord is so delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇▇▇▇ in proportion to the number of square feet of Rentable Area nature and extent of the Premises rendered unusable by damage from the time of the occurrence thereof until the completion of such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction repairs to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Leased Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in Commission. TI the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right Commission does not elect to terminate this Lease as aforesaid, then the Commission shall proceed with due diligence to repair the Building and/or Leased Premises and upon completion of such repairs by delivering written notice of termination to Tenant within the Commission the Rent shall recommence fifteen (15) days after such requirement is made by any such person, whereupon completion or at the 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 re-opening of the Lease TermLeased Premises for business, whichever shall first occur. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. If during the term hereof the Premises shall suffer any structural failure or collapse or be damaged or destroyed by any cause whatsoever, whether insured against or not, including, without limitations fire, lightning, tempest, acts of God or the Queen's enemies, riots, insurrections or other perils the following provisions shall have effect: (ai) If the Building or Premises are rendered partially unfit for occupancy by Tenant, the rent ▇▇▇▇▇y reserved shall abate in part on▇▇ ▇▇ the proportion that the part of the Premises so rendered unfit is of the whole of the Premises until the Premises have been repaired or restored; (ii) If the Premises are rendered wholly unfit for occupancy by fireTenant, the elementsrent ▇▇▇▇▇y reserved shall abate until the ▇▇▇▇▇ses have been repaired or restored; (iii) Notwithstanding the provision of clause (i) of this section 9.01, act if the Premises are not capable with reasonable diligence of God being repaired or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of the occurrence of the damage or destruction, then either Landlord or Tenant may terminate this lease by written notice to the other of them given within thirty (30) days of the date of such occurrence, and if such notice is so given this lease shall cease and become null and void effective as of and from the date of such occurrence and Tenant shall immediately surrender the Premises and all its interest therein to Landlord and the rent shall be apportioned and shall be payable by Tenant only to the date of such occurrence and Landlord may re-enter and repossess the Premises discharged of this lease, but if within the said period of thirty (30) days neither Landlord nor Tenant shall give notice terminating this lease as aforesaid, then upon the expiration of the said period of thirty (30) days Landlord shall promptly repair or restore the premises; (iv) If the Premises are capable with reasonable diligence of being repaired or restored within ninety (90) days of the happening of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire shall restore or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 repair the Premises for promptly within the purpose for which it was then being used. aforesaid ninety (b90) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.days;

Damage and Destruction. (a) If In the Building case of damage to or Premises are rendered partially destruction of the School or wholly unfit for occupancy any part of them by fire, the elements, act other perils to be insured against by the Lessee pursuant to the terms of God this Lease, terrorism or other casualtysimilar occurrence, Lessee shall give Lessor prompt notice thereof. In the event of a partial destruction or damage, Lessee shall, promptly reconstruct and restore the damaged property to substantially the same condition as prevailed immediately prior to the occurrence of the damage, with such changes, if such any, as may be required by Applicable Laws or requested by Lessee and approved by the Lessor pursuant to the terms of this Lease. In the case of any substantial destruction or damage, which shall be deemed to mean destruction or damage cannotwhich renders more than fifty percent (50%) of the School unusable, in Landlord's reasonable estimationwhether directly, be materially restored within ninety (90) days or because access to the Leased Area is deprived by reason of such damageeven, then Landlord may, at its sole option, Lessee shall have the option to terminate this Lease Lease, effective as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein casualty, by written notice to Tenant within sixty (60) days of such fire or other giving casualty. For purposes hereof, In 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 then being used. (b) If this Lease is not terminated pursuant event Lessee elects to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, Lessee shall reconstruct and restore the Leased Area to substantially the same condition as existed immediately prior to the casualty, with such changes, if such any, as may be required by Applicable Law or requested by Lessee and approved by Lessor pursuant to the terms of this Lease. Such reconstruction and restoration shall occur within 180 business days after the date of the casualty event. In the case of less than substantial destruction or substantial destruction or damage which occurs during the last two (2) years of the Lease Term Term, either Lessee or Lessor may elect to terminate this Lease, in writing, as of the date of the casualty by providing written notice of such Party’s election to terminate the Lease, which notice shall be given within one hundred twenty (unless Tenant extends 120) calendar days following the date of such occurrence of the casualty. In the case of a destruction or damage which renders more than fifty percent (50%) of the aggregate square footage of the Leased Area unleasable, notwithstanding that the Leased Area may be unaffected thereby, and which materially and adversely affects primary access to the Leased Area, Lessee may terminate this Lease Term as of the date of the casualty by giving written notice of such Party’s election to terminate the Lease, which notice shall be given, within one hundred twenty (120) calendar days following the date of such occurrence of the casualty. Lessee shall be entitled to utilize all proceeds available to it from any policy of insurance maintained or required to be maintained pursuant to the terms of this Lease; provided however, if Lessee has not razed the School, as required herein, prior to the insurance companies distribution of such proceeds, then a portion of such proceeds sufficient to pay for an additional two (2) year period) exclusive the razing of the School and placement of the same in a safe and sightly condition shall be paid to the Lessor. In the event of the termination of this Lease as aforesaid, this Lease shall cease as of the date of the casualty, and the rent and other charges hereunder shall be adjusted as of that date. Notwithstanding anything else in this Lease to the contrary, if a termination notice is given pursuant to this Article, this Lease shall terminate and Lessor shall promptly repay to Lessee any option rent theretofore paid in advance which is unexercised was not earned at the date of such damage)casualty, and Lessee shall remain obligated to remove all debris from the Leased Area and, upon Lessor’s request, promptly raze the School and place the same in a safe and slightly condition. In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damageArticle, the rent payable during the period in which the Premises are unfit for occupancy neither Party hereunder shall abat▇ ▇▇ proportion have any liability to the number other under this Lease except for the then outstanding obligations and obligations that expressly survive the early termination or expiration of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the this Lease. The provisions of this Subparagraph (c) in Article 12 shall survive the event such damage shall have been caused through the negligence early termination or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Termthis Lease. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Building or Premises are rendered partially or wholly unfit for occupancy is damaged by fire, the elements, act of God fire or other casualty, then Port shall repair the same provided that funds for such repairs are appropriated by Port, in its sole discretion, for such purpose and if that such repairs can be made within the Repair Period. In the event such conditions are satisfied, this MOU shall remain in full force and effect except that so long as such damage cannotor casualty is not attributable to HSH, in Landlordits Agents or Invitees, HSH shall be entitled to a proportionate reduction of Rent during the Repair Period based upon the extent to which such damage and the making of such repairs materially interferes with HSH's use or occupancy of the Premises less any insurance proceeds HSH receives, which proceeds are to be applied against the payment of Rent during any Repair Period. Port shall use its commercially reasonable estimation, be materially restored efforts to notify HSH within ninety (90) days after the date of such damagedamage whether or not such repairs can be made within the Repair Period, then Landlord mayand Port's determination thereof shall be binding on HSH. If such repairs cannot be made within the Repair Period, at its sole optionPort shall have the option to notify HSH of: (a) Port's intention to repair such damage and diligently prosecute such repairs to completion within a reasonable period after the Repair Period, subject to appropriation of funds, in which event this MOU shall continue in full force and effect and the monthly Rent shall be reduced as provided herein; or (b) Port's election to terminate this Lease MOU as of the date specified in such notice, which date shall be not less than thirty (30) nor more than sixty (60) days after notice is given by Port. In case of termination, the monthly Rent shall be reduced as provided above, and HSH shall pay such fire or casualty and reduced monthly Rent up to the Lease Term date of termination. If Port elects not to appropriate funds for such repair, Port shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by give written notice to Tenant HSH within sixty (60) days of such fire or other casualty. For purposes hereof, after 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect date Port elects not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant appropriate funds of its election to repair terminate this MOU as of the date specified in such notice, which date shall be not less than thirty (30) nor more than sixty (60) days after notice is given by Port. In case of termination, the monthly Rent shall be reduced as provided above, and restore HSH shall pay such reduced monthly Rent up to the date of termination. If at any time during the last six (6) months of the Term of this MOU, the Premises as provided in this Paragraphis damaged or destroyed, Tenant may, at its option and as its sole remedy, then either Port or HSH may terminate this Lease MOU by delivering giving written notice to Landlord, whereupon this Lease shall end on the other party of its election to do so within thirty (30) days after the date of such fire or casualty as if the date occurrence of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no HSH may terminate only if such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction substantially impairs its use or occupancy of the Premises for the Permitted Use. The effective date of termination shall be specified in the notice of termination, which date shall not be more than thirty (30) days from the date of the notice. Notwithstanding anything to the Building or contrary in this MOU, (i) Port shall have no obligation to repair the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all (ii) HSH shall not be entitled to any abatement of the property belonging to Tenant (other than partitions, fixtures, additionsRent, and similar improvements(iii) from such portion or all of the Building or the Premises as Landlord HSH shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly not be entitled to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contraryterminate this MOU, in the event the holder damage or destruction is attributable to any act or omission of HSH, its Agents, or Invitees. In no event shall Port be required to repair any indebtedness secured by a mortgage damage to HSH's Property or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to itpaneling, 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 persondecorations, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlordrailings, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expensesfloor coverings, or any other type of injury Improvements installed or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of made on the Premises by or any part at the expense of HSH. In the event the Premises is substantially damaged or all of the Building or destroyed and Port intends to rebuild for termination of public purposes inconsistent with this Lease as provided in MOU, Port may terminate this Paragraph 5.7MOU upon written notice to HSH.

Damage and Destruction. (a) 11A.1 If the Building Demised Premises or Premises are rendered partially the Personal Property shall be substantially damaged or wholly unfit for occupancy destroyed, as hereinafter defined, by fire, the elementscasualty, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damagesimilar or dissimilar causes, then Landlord may, at its sole option, in any such event Lessee shall notify Lessor in writing thereof and Lessor may elect to terminate this Lease as by giving Lessee written notice of its election within forty-five (45) days immediately following its receipt of notice of such substantial damage or destruction. This lease shall then terminate thirty (30) days after such notice, with rent adjusted to the effective date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualtytermination. For the purposes hereofof this Lease, the Building or Demised Premises shall be deemed "materially restored" substantially damaged or destroyed if they are in such condition as would not prevent the number of beds usable at the nursing care facility included therein, immediately after the damage or materially interfere with Tenant's use of the Premises for the purpose for which it was then being useddestruction, is reduced below 30. (b) 11A.2 If the Demised Premises or the Personal Property shall be damaged or destroyed by fire, casualty, act of God or similar or dissimilar causes, and this Lease is not terminated pursuant to subparagraph (a) as provided in paragraph 11A.1 above, then Landlord either because Lessor elects not to terminate or because the damage or destruction is not deemed substantial as defined in such paragraph, Lessee, at its expense, and subject to the provisions of this paragraph, shall proceed with all due diligence to diligently repair and restore the Building Demised Premises and the Personal Property upon the same general plan and dimensions as before such damage or Premisesdestruction, as unless another plan is agreed upon in writing between Lessor and Lessee. 11A.3 Before Lessee commences such repair, restoration or rebuilding, within thirty (30) days of the case may be (except that Landlord may elect later of the occurrence of the damage or destruction or Lessor's election not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term Lessee shall submit to Lessor for an additional two (2) year period) exclusive of any option its review and approval, which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease approval shall not be terminated unreasonably withheld, plans and specifications therefor (the "Plans"), prepared by Landlord pursuant to this Paragraph 5.7 and a licensed architect, if the Premises are unfit for occupancy in whole or in part following such damagerequired by law, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area along with an estimated cost of the Premises rendered unusable by such damage; provided, however, that no such abatement shall proposed work and the sources of funds to be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneesutilized to cover said cost. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within 11A.4 Within fifteen (15) days after such requirement approval of the Plans, Lessee shall commence to restore the Demised Premises and Lessee shall complete the same within 180 days thereafter, provided, however, that in the case of damage or destruction which cannot with due diligence be cured within said 180 day period, Lessee shall have an additional period of time, not to exceed 60 additional days, to complete the reconstruction, provided Lessee is made by proceeding promptly and with due diligence to complete the restoration. Provided there is not then an Event of Default hereunder, Lessee may utilize all insurance proceeds available for any such personrepair or restoration, whereupon the Lease shall end on the date subject to any required approval of such damage as if the date of such damage were the date originally fixed in any mortgagee. Lessee's obligation to make rent payments and to pay all other charges required by this Lease for the expiration of the Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss abated during the period of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7restoration.

Damage and Destruction. (a) If the Building or Premises are rendered partially or wholly unfit for occupancy by fire, the elements, act acts of God or other casualty, and if such damage cannot, in LandlordLessor's reasonable estimationjudgment, be materially restored within ninety one hundred twenty (90120) days after the date of such damage, then Landlord may, at its sole option, either Lessor or Lessee may terminate this Lease as of the date of such fire or casualty other casualty, and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord Lessor shall exercise its option provided herein indicate whether the Premises may be materially restored by written notice to Tenant Lessee within sixty thirty (6030) days of such fire or other casualty. If Lessor determines the Premises may be materially restored, neither party shall have the right to terminate this Lease. If Lessor fails to give such notice with respect to whether the Premises may be materially restored or if Lessor's notice indicates that the Premises may not be so materially restored, either party shall have the right to terminate this Lease as provided in this Section; provided, however, this right to terminate shall cease if not exercised within sixty (60) days of the date of such damage. For purposes hereof, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with TenantLessee's use of the Premises for the purpose for which it was then being usedused at the time of such fire or other casualty. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord Lessor shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be Premises (except that Landlord Lessor may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years year of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord Lessor shall fail to complete such repairs and material restoration within one hundred fifty twenty (150120) days after Landlord notifies Tenant the date of its election to repair and restore the Premises as provided in this Paragraphsuch damage, Tenant Lessee may, at its option and as its sole remedy, terminate this Lease by delivering written notice to LandlordLessor, whereupon this the Lease shall end on the date of such fire or casualty notice as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereofExpiration Date hereunder; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by TenantLessee, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forcesGod, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of LandlordLessor, the period for restoration, repair repair, or rebuilding shall be extended for the amount of time Landlord Lessor is so delayed; provided further, however, that such construction shall be completed in any event within one hundred eighty (180) days after the date of such damage. In no event shall Landlord Lessor be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by TenantLessee. (c) If this Lease shall not be terminated by Landlord pursuant In the event of any damage or destruction to this Paragraph 5.7 the Premises and if the Premises are is unfit for occupancy in whole or in part following such damage, the rent otherwise payable during the period in which the Premises are is unfit for occupancy shall abat▇ ▇▇ abate in proportion to the number of square feet of Rentable Area of ▇▇ ▇he heated improvements located on the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event hereunder if such damage shall have been or destruction was caused by or through the negligence act or willful misconduct neglect of TenantLessee, its officers, directors, partners, agents, employees, independent contractors, invitees, licensees, tenants, licensees or permitted assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant Lessee shall, upon notice from LandlordLessor, remove forthwith, at its sole cost and expense, such portion all or all part of the property belonging to Tenant Lessee (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord Lessor shall request, and Tenant Lessee hereby indemnifies and holds Landlord Lessor harmless from any loss, liability, costs, and expenses, including attorneys' fees and expenses, arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or mortgage, deed to secure debt or other security instrument covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord Lessor shall have the right to terminate this Lease by delivering giving written notice to Lessee after written notice of termination to Tenant within fifteen (15) days after such requirement is made received by any such personLessor, whereupon the Lease shall end on the date of such damage as if the date of such damage were was the date originally fixed in this Lease for the expiration of the Lease TermExpiration Date hereunder. (gf) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of LandlordSection occurs, Landlord Lessor shall not be liable to Tenant Lessee for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from for any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building Premises or for termination of this Lease as provided hereunder. In addition, if any such casualty stated in this Paragraph 5.7Section occurs, Lessor shall not be liable to Lessee for any personal or other property of Lessee located, or anyone claiming through Lessee, on the Premises at the time of such casualty. (g) Notwithstanding anything contained in this Lease to the contrary, if the insurance proceeds paid in connection with such damage or destruction to the Premises are insufficient, in Lessor's sole discretion, to pay for the repair and restoration of the Premises, Lessor shall be entitled to terminate this Lease as of the date of such fire or other casualty, and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term.

Damage and Destruction. If at any time during the Term of this Lease, the Leased Premises shall be so destroyed or so injured by fire or other casualty as to be unfit for full occupancy and use by Lessee, and such destruction or injury could reasonably be repaired within one hundred eighty (a180) days from the date of such destruction or injury, then Lessee shall not be entitled to surrender possession of the Leased Premises; provided, however, that ▇▇▇▇▇▇’s obligation to pay Rent shall be equitably reduced to the extent of the diminution in use to Lessee resulting from such destruction or injury until full use and occupancy is restored to Lessee. Lessee shall repair the damage with all reasonable speed at least to the extent of the value of the insurance available from all sources and as nearly as possible to the character and quality of the Improvements existing immediately prior to such occurrence. If the Building Leased Premises shall be so destroyed or Premises are rendered partially or wholly unfit for occupancy injured by fire, the elements, act of God fire or other casualtycasualty that such destruction or injury could not reasonably be repaired within one hundred eighty (180) days from the date of such destruction or injury, Lessee shall have the option, upon written notice given to Lessor within 90 days from the date of such destruction or injury, to terminate this Lease, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days upon giving of such damage, then Landlord may, at its sole option, terminate notice this Lease shall be terminated as of the date of such fire destruction or casualty and injury. In the Lease Term shall end on such date as if that date had been originally fixed in event Lessee does not elect to terminate this Lease in accordance with the foregoing options, Lessee shall repair the damage and restore or rebuild the building and improvements as promptly as reasonably possible after the one hundred eighty (180) day period. All insurance proceeds received by Lessee for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, the Building or Premises loss shall be deemed "materially restored" if they are available to Lessee for rebuilding with disbursement of said funds following the terms to be agreed upon in such condition as would not prevent or materially interfere with Tenant's use writing in advance of the Premises for the purpose for which it was then being used. (b) any construction. If this Lease is not terminated pursuant under the immediately preceding or following paragraphs, Lessee shall promptly raze the Improvements, remove the foundations, fill the site with dirt covered with topsoil and leave it in a neat, clean, graded, level and safe condition, provided that such request is made by Lessor within 90 days following the time of such termination. Any insurance proceeds available to subparagraph Lessee (afollowing restoration or otherwise) aboveshall, then Landlord subject to the rights of any Leasehold Mortgagee as provided in Sections 28 and 38, be collected by and paid to the Lessee. Any proceeds remaining after completion of ▇▇▇▇▇▇’s obligations under this Article shall proceed with all due diligence be paid to repair and restore the Building or Premises▇▇▇▇▇▇, as the case may be (except that Landlord may elect not any Rent outstanding and unpaid shall first be paid to rebuildthe Lessor out of such remaining proceeds. Further, and thus terminate this Leasenotwithstanding the foregoing, if such damage occurs any Improvements on the Leased Premises are “totally destroyed” (as hereinafter defined) during the last two fifteen (215) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this ParagraphTerm, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which Lessee may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right elect to terminate this Lease by delivering giving written notice of termination to Tenant Lessor within fifteen (15) 90 days after such requirement is made the Improvements on the Leased Premises are “totally destroyed” (as hereinafter defined). Insurance proceeds payable with respect to total destruction shall be applied to pay Lessee’s reasonable costs of demolition as outlined in the immediately preceding paragraph, and the outstanding indebtedness then secured by any Leasehold Mortgage, but only if and to the extent such personcosts and indebtedness exceed the amount of the insurance deductible, whereupon and all remaining insurance proceeds shall be paid to Lessor. For the Lease purposes of this paragraph the terms "totally destroyed" and “total destruction” shall end mean that the total aggregate cost to repair or replace the damage to the Improvements on the date Leased Premises exceeds fifty percent (50%) of the greater of (i) fair market value or (ii) the replacement cost value of the Improvements on the Leased Premises immediately prior to the occurrence of such damage as if damage. The Annual CAM Charge and all rent shall be equitably abated during any period that the date Improvements on the Leased Premises are unusable, in whole or in part. If Lessee elects to terminate this Lease pursuant to the terms of this Section, all Parties shall be relieved of all further obligations owed under this Lease from and after such termination, unless the survival of such damage were the date originally fixed in obligation(s) is specifically provided for herein. The provisions of this Lease for Section shall survive the expiration of the Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7Lease.

Damage and Destruction. (a) 17.1. If during this Lease Agreement the Building Property is damaged or Premises are rendered partially or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if destroyed such damage that it cannot, in Landlord's reasonable estimation, not be materially restored within ninety (90) days of such damagebeneficially occupied, then Landlord may, at its sole option, terminate this Lease as of will terminate unless the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed Parties agree otherwise in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being usedwriting. (b) 17.2. If this Lease there is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) Any insurance which may be carried by Landlord or Tenant against loss or significant damage to the Building or Premises Property but it can still be beneficially and legally and safely occupied, this Lease will remain in force and the Landlord shall repair the damage without undue delay and the Tenant shall be for the sole benefit entitled to a partial reduction of the party carrying such insurance Monthly Rental so as to compensate the Tenant fairly for being deprived of beneficial occupation due to the damage and under its sole control except subsequent repair work carried out on the Property; provided that Landlord's insurance may be subject to control by the holder or holders Tenant shall not have any claim against the Landlord for any damages in consequence of any indebtedness secured by a mortgage or deed such deprivation, including without limitation to secure debt covering any interest of Landlord costs and/or expenses incurred in relation to vacating the Premises or the BuildingProperty, relocation costs, finding and paying for alternative accommodation. (f) Notwithstanding anything herein 17.3. Should the Landlord consider that it is neither commercially nor financially feasible to reinstate or restore the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to itProperty, then the Landlord shall have the right be entitled to terminate this Lease by delivering written notice Agreement. The Landlord shall inform the Tenant of termination to Tenant such decision, via the Platform, within fifteen 30 (15thirty) days after such requirement is made by any such person, whereupon the Lease shall end on the date on which the Property was damaged and the Tenant shall be entitled to a remission in Monthly Rental for any period that he paid for but did not have beneficial occupation of the Property. 17.4. If the Landlord effects the necessary repairs to the Property, the Tenant shall be obliged to accept the Property. The Tenant shall from such damage as if the date of such damage were re-occupation be obliged to recommence with the date originally fixed in Monthly Rental and all other payments. If the Property is not made available to the Tenant within 30 (thirty) days after the occurrence of the damage, then the Tenant may at his sole election terminate this Lease for Agreement by giving notice in writing to the expiration of the Lease TermLandlord. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If 7.7.1 Except as otherwise stated herein, should the Building or Premises are rendered be partially or wholly unfit for occupancy damaged by fire, the elements, act of God fire or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days or rendered partially unfit for use by reason of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, the Building or Premises shall be deemed "materially restored" if they are repaired with due diligence by the Port, and in such condition the meantime the Rent (as would not prevent or materially interfere with Tenant's use defined in Section 3.1 above) shall be abated in the same proportion that the untenantable portion of the Premises bears to the whole thereof, for the purpose for which it was then being usedperiod from the occurrence of the damage to the completion of the repairs. Lessee shall cooperate fully in obtaining and making available proceeds of insurance provided by Lessee in furtherance of such repairs. (b) 7.7.2 If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord any building or improvement erected by Lessee on the Premises or any part thereof shall proceed with all due diligence to repair and restore be damaged or destroyed by fire or other casualty during the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate term of this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant Lessee may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, repair or restore the same according to the original plans thereof or according to such portion modified plans as shall be previously approved in writing by the Port. Lessee shall provide the Port notice of its intention to repair or all restore the Premises within sixty (60) days after the damage or loss occurs. Such work of repair or restoration shall be commenced within one hundred twenty (120) days after the damage or loss occurs and shall be completed with due diligence but not longer than one (1) year, if possible, or as soon thereafter as is reasonably possible after such work is commenced, and such work shall be otherwise done in accordance with the requirements of the property belonging previsions hereof pertaining to Tenant the construction of improvements upon the Premises. All insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs or restoration, or if Lessee elects not to repair or restore, to the cost of removing, demolishing, or clearing off the building or improvements. If (other than partitionsi) there are not insurance proceeds, fixturesor (ii) the same shall be insufficient for said purpose, additionsLessee shall make up the deficiency out of its own funds. Should Lessee fail or refuse to make the repair, restoration or removal as hereinabove provided, then in such event said failure or refusal shall constitute a default under the covenants and conditions hereof, and similar all insurance proceeds so collected shall be forthwith paid over to and be retained by the Port on its own account, and the Port may, but shall not be required to, ▇▇▇ and apply the same for and to the repair, restoration or removal of said improvements) from such portion or all of , and the Building or Port may, at its option, terminate this Lease as elsewhere provided herein. 7.7.3 Except as otherwise stated herein, should the Premises as Landlord shall requestbe completely destroyed by fire or other casualty, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly should they be damaged to secure such an extent that the Premises prior to such removal and/or such removal. (e) Any insurance which may be carried by Landlord or Tenant against loss or damage to are rendered wholly unfit for their accustomed uses, the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord Port shall have the right option to terminate this Lease by delivering written notice on thirty (30) days’ notice, effective as of termination to Tenant within fifteen any date not more than thirty (1530) days after such requirement is made by the occurrence. In the event that this Section shall become applicable, the Port shall advise Lessee within thirty (30) days after the happening of any such persondamage whether the Port has elected to continue the Lease in effect or to terminate it. If the Port shall elect to continue this Lease, whereupon it shall commence and prosecute with due diligence any work necessary to restore or repair the Premises. If the Port shall fail to notify Lessee of its election within said thirty (30) day period, the Port shall be deemed to have elected to terminate this Lease, and the Lease shall end on automatically terminate thirty (30) days after the occurrence of the damage. For the period from the occurrence of the damage to the Premises as described in this Section to the date of such damage as if completion of the repairs to the Premises (or to the date of such damage were the date originally fixed in this Lease for the expiration termination of the Lease Term. (g) If any such casualty stated if the Port shall elect not to restore the Premises), Rent due hereunder shall be abated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from same proportion as the repair of any such damage, or from any repair, modification, arranging, or rearranging of any untenantable portion of the Premises or any part or all of bears to the Building or for termination of this Lease as provided in this Paragraph 5.7whole thereof.

Damage and Destruction. If and whenever during the Term the building erected on the Premises shall be destroyed or damaged by any of the perils insured against as hereinbefore stated, then and in every such event: (a) If the Building damage or destruction is such that the building erected on the Premises are is rendered partially or wholly unfit for occupancy by fire, the elements, act of God or other casualtyit is impossible and unsafe to use and occupy, and if such damage cannotin either event the damage, in Landlord's the reasonable estimation, opinion of the Landlord to be materially restored given to the Tenant within ninety thirty (9030) days of the happening of such damagedamage or destruction, cannot be repaired with reasonable diligence within one hundred and twenty (120) days from the happening of such damage or destruction, then either the Landlord may, at its sole optionor the Tenant may within five (5) days next succeeding the giving of the Landlord's opinion as aforesaid, terminate this Lease by giving to the other notice in writing of such termination, in which event this Lease and the Term shall cease and be at an end as of the date of such fire destruction or casualty damage and the Lease Term shall end on such date as if that date had been originally fixed in rent and all other payments for which Tenant is liable under the terms of this Lease for shall be apportioned and paid in full to the expiration date of such destruction or damage. In the event that neither Landlord nor Tenant shall terminate this Lease, then Landlord shall repair the building with all reasonable speed and the rent hereby reserved shall ▇▇▇▇▇ from the date of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days happening of such fire or other casualty. For purposes hereof, the Building or Premises damage until the damage shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's made good to the extent of enabling Tenant to use of and occupy the Premises for the purpose for which it was then being usedPremises. (b) If this Lease the damage be such that the building erected on the Premises is not terminated pursuant unfit for occupancy or if it is impossible or unsafe to subparagraph use or occupy it but if in either event the damage, in the reasonable opinion of the Landlord to be given to the Tenant within thirty (a30) abovedays from the happening of such damage, can be repaired with reasonable diligence within one hundred and twenty (120) days from the happening of such damage, then Landlord the rent hereby reserved shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at ▇▇▇▇▇ from the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date happening of such fire or casualty as if damage until the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement damage shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction good to the Building or extent of enabling the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost to use and expense, such portion or all of occupy the property belonging to Tenant (other than partitions, fixtures, additions, building and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of repair the damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removalwith all reasonable speed. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Premises or the Building or Premises are rendered partially or wholly unfit for occupancy is damaged by fire, the elements, act of God fire or other casualty, Landlord shall promptly repair such damage to the extent of the insurance proceeds (after deduction of Landlord's costs of adjustment and collection) available for restoration of the Premises or the Building, as the case may be, subject to the provisions of this Section 22, if, in Landlord's judgment, such repairs can be made within one hundred twenty (120) days. During the making of such repairs by Landlord, this Lease shall remain in full force and effect, except that if the damage is not the result of any act, neglect, default or omission of Tenant, its agents, employees or invitees, Tenant shall be entitled to a reduction of Rent while such repair is being made in the proportion that the Premises Rentable Area rendered untenantable by such damage bears to the total Premises Rentable Area. In the event (i) the uninsured portion of any damage to or destruction of the Building equals or exceeds ten percent (10%) of the replacement cost of the Building; or (ii) the Term will expire within one (1) year from the date of any material damage to or destruction of the Premises; or (iii) the damage cannot, in Landlord's reasonable estimationopinion, be materially restored repaired within ninety one hundred twenty (90120) days, Landlord shall have the option either (a) to repair such damage, this Lease continuing in full force and effect but with the Rent proportionately reduced upon the conditions and as provided above, or (b) at any time within thirty (30) days after the occurrence of such damage, then Landlord may, at its sole option, terminate to give notice to Tenant terminating this Lease as of the a date of specified in such fire or casualty and the Lease Term notice, which date shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within not be less than thirty (30) nor more than sixty (60) days after the giving of such fire or other casualtynotice. For purposes hereofIf Landlord elects to terminate this Lease by giving such notice of termination to Tenant, this Lease and all interest of Tenant in the Building or Premises shall be deemed "materially restored" if they are terminate on the date specified in such condition notice, and the Rent, proportionately reduced as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) provided above, then Landlord shall proceed with all due diligence be paid up to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage)termination, with Landlord refunding to Tenant any Rent previously paid for any period of time subsequent to such date. In If Landlord elects or is required to repair the event that Premises or the Building under this Section 22, Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace cost any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises and the leasehold improvements in the Premises, and Tenant shall be responsible for the sole benefit of the party carrying such insurance and under shall repair at its sole control except that Landlord's insurance may be subject to control by the holder cost all fixtures, equipment, furniture or holders any other property of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord Tenant in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Premises. Tenant within fifteen (15) days after such requirement is made by any such person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable entitled to any compensation or damages from Landlord for damage to any of Tenant's fixtures, personal property or equipment, for loss of use of all or any part of the Premises, for any damage to Tenant's business or profits, or for any disturbance to Tenant for inconvenience, annoyance, loss of profits, expenses, caused by any casualty or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion restoration of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7following such casualty.

Damage and Destruction. It is agreed between the Landlord and the Tenant that: (i) in the event of damage to the Property or to any part thereof, if the damage is such that the Leased Premises or any substantial part thereof is rendered not reasonably capable of use and occupancy by the Tenant for the purpose of its business for any period of time in excess of ten (10) days, then (1) unless the damage was caused by the fault or negligence of the Tenant or its employees, agents, invitees or others under its control from the date of occurrence of the damage and until the Leased Premises are again reasonably capable for use and occupancy as aforesaid, the Rent payable pursuant to this Lease shall ▇▇▇▇▇ from time to time in proportion to the part or parts of the Leased Premises not reasonably capable of such use and occupancy, and (2) unless this Lease is terminated as hereinafter provided, the Landlord or the Tenant as the case may be (according to the nature of the damage and their respective obligations to repair as provided in sub-paragraphs (a), (b), and (c) If of this paragraph) shall repair such damage with all reasonable diligence, but to the Building or extent that any part of the Leased Premises is not reasonably capable of such use and occupancy by reason of damage which the Tenant is obligated to repair hereunder, any abatement of Rent to which the Tenant would otherwise be entitled hereunder shall not extend later than the time by which, in the reasonable opinion of the Landlord, repairs by the Tenant ought to have been completed with reasonable diligence; (ii) if the Leased Premises are rendered partially substantially damaged or wholly unfit for occupancy destroyed by fire, the elements, act of God or other casualty, any cause and if such damage cannot, in Landlord's the reasonable estimation, be materially restored opinion of an independent architect or engineer appointed by the Landlord given in writing within ninety thirty (9030) days of such damagethe occurrence, the damage cannot reasonably be repaired within one hundred and twenty (120) days after the occurrence thereof, then the Lease shall terminate, in which event neither the Landlord maynor the Tenant shall be bound to repair as provided in subparagraphs (a), at its sole option(b), terminate and (c) of this Lease as paragraph, and the Tenant shall instead deliver up possession of the Leased Premises to the Landlord with reasonable expedition and Rent shall be apportioned and paid to the date of such fire the occurrence; (iii) if premises whether or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration not of the Lease Term. Tenant comprising in the aggregate half or more of the total number of square feet of rentable office area in the Property or half or more of the total number of square feet of rentable office area in the Building (as determined by an independent architect or engineer appointed by the Landlord) or portions of the Property which affect access or services essential thereto, are substantially damaged or destroyed by any cause and if in the reasonable opinion of an independent architect or engineer appointed by the Landlord shall exercise its option provided herein the damage cannot reasonably be repaired within one hundred and twenty (120) days after the occurrence thereof, then either the Landlord or the Tenant may, by written notice to Tenant the other given within sixty (60) days after the occurrence of such fire damage or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedydestruction, terminate this Lease by delivering written notice in which event neither the Landlord nor the Tenant shall be bound to Landlordrepair as provided in sub-paragraphs (a), whereupon (b) and (c) of this Lease paragraph, and the Tenant shall end on instead deliver up possession of the date of such fire or casualty as if Leased Premises to the date Landlord with reasonable expedition, but in any event within sixty (60) days after delivery of such notice were of termination, and Rent shall be apportioned and paid to the date originally fixed in upon which possession is so delivered up, (but subject to any abatement to which the Tenant may be entitled under sub-paragraph (e)(i) of this Lease for paragraph); and (iv) the expiration Landlord will cause any independent architect or engineer appointed hereunder to deliver a true copy of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond certificate to the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in Tenant which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion Landlord will use his best efforts to the number obtain forthwith upon receipt of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assigneessaid certificate. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If The Landlord and the Tenant agree that, if during the Term, the Building or the Leased Premises are rendered partially damaged or wholly unfit for occupancy destroyed by fire, lightning or any other peril in connection with which the elements, act Landlord is insured or should have been insured pursuant to the terms of God or other casualty, this Lease in relation to the Leased Premises (hereinafter called “Damage”) and if such damage cannotDamage, in Landlord's the opinion of the Landlord acting reasonably, renders the Leased Premises or the Building: a) so substantially and severely damaged that they cannot with reasonable estimation, diligence be materially restored repaired or rebuilt within ninety (90) 150 days after the happening of such damageDamage, then Landlord may, at its sole option, terminate this Lease as of shall at the date of Landlord’s or the Tenant’s option (such fire or casualty and the Lease Term option shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant be exercised within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of Damage) cease and become ended and terminated as of the date of Damage and in the event of such damage)termination as above mentioned, the Landlord may immedi­ately on such termination re-enter and repossess the Leased Premises discharged from this Lease. In the event that either the Landlord shall fail or the Tenant exercises the said option to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises terminate this Lease as provided hereinbefore set out in this ParagraphArticle, then notice of exercise of such option to be valid and effective, shall be accompanied by a certificate from an architect or engineer chosen by the Landlord, stating that the Leased Premises or the Building, cannot with reasonable diligence be repaired or rebuilt within 150 days of Damage; b) in the event that neither the Landlord nor the Tenant may, at its option and as its sole remedy, shall elect to terminate this Lease by delivering written notice to Landlordreason of Damage, whereupon this Lease shall end on the date of such fire as set out in sub-paragraph a), or casualty as if the date Building or the Leased Premises shall be reparable as aforesaid within 150 days from the happen­ing of such notice were Damage, the date originally fixed in Rent and all other sums payable by the Tenant to the Landlord under this Lease for Lease, shall ▇▇▇▇▇ by the expiration same proportion as the area of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitionsBuilding rendered unfit for occupancy bears to the whole of the Building but only to the extent of the monies actually received by the Landlord from any company carrying rental income insurance on the Building and the Landlord covenants and agrees with the Tenant, fixtures, additions, if Damage is covered by the Landlord’s insurance or other property and improvements which may should have been placed pursuant to the terms of this Lease, to forthwith proceed and carry on with all diligence, the completion of such repairs and replacements as shall be necessary to repair the Building and Leased Premises to substantially the same condition in or about which they were prior to the Premises by Tenant.Damage; (c) If this Lease Rent payable by the Tenant hereunder shall not be terminated by Landlord pursuant to this Paragraph 5.7 and abated if the Premises are unfit for occupancy in whole Damage is caused by any act or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area omission of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, employees or assignees.any other person entering upon the Leased Premises under the invitation of the Tenant; (d) In the event of any damage or destruction termination of the Lease in the aforementioned manner, all insurance benefits, other than those sums relating to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all property of the Tenant, shall be and shall remain the absolute property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal.Landlord; (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 contained if any such person, whereupon damage or destruction results from the 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 fault or negligence of the Lease Term. (g) If Tenant or a person or persons for whom the Tenant is in law responsible, without prejudice to any such casualty stated in this Paragraph 5.7 is not other rights or remedies of the result of gross negligence or willful misconduct of Landlord, Landlord the Tenant shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from all costs and damages and the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion damages may be repaired by the Landlord at the cost and expense of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7Tenant.

Damage and Destruction. (a) If the Building or Premises are rendered partially or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord the Demised ---------------------- Premises shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease be partially damaged by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such elements, the Lessee shall give immediate notice were thereof to the date originally fixed in this Lease for Lessor, and the expiration same shall be repaired at the expense of the term hereof; provided, however, that if construction is delayed because Lessor as speedily as possible (but due allowance shall be made for any delay arising in connection with adjustment of changes, deletionsthe fire insurance loss, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or controlfrom what are known as "Labor Troubles", or other causes beyond the reasonable control of Landlordthe Lessor) and the rent accruing shall not cease; in the event that the damage should be so extensive so as to render the Demised Premises untenantable, the period for restoration, repair or rebuilding rent shall cease until such time as the Demised Premises shall again be extended for the amount of time Landlord is so delayed. In no event shall Landlord be required to rebuild, put in repair, or replace any part but in the event of the partitionsbuilding being damaged by fire or otherwise to such an extent as to render it necessary in the judgment of the Lessor to rebuild the same (and whether or not the Demised Premises be affected), fixturesthen, additionsat the Lessor's election, or other property upon notice to the Lessee, and improvements which may have been placed in or about the Premises by Tenant. (c) If from thenceforth this Lease shall not cease and come to an end, and the rent shall be terminated by Landlord pursuant apportioned and paid up to this Paragraph 5.7 the date of such damage. If the Demised Premises are untenantable and if the Premises are unfit for occupancy Lessor shall not have repaired such damage within one ninety (90) days, or if said damage shall not be repairable within said one hundred ninety (90) days, from the date of such loss, then in whole or in part following such damageeither event, this Lease shall be terminable at the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area option of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under Lessee or the Lessor upon written Notice pursuant to the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction Lease furnished to the Building or other party. If the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Demised Premises shall be partially damaged, the base rent, but not additional rent, shall be abated to an extent corresponding to the part so damaged and for the sole benefit of period during which the party carrying such insurance and under its sole control except that Landlord's insurance may partially damaged Demised Premises cannot be subject to control reasonably utilized by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the BuildingLessee. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Premises or the Building or Premises are rendered partially or wholly unfit for occupancy damaged by fire, the elements, act of God fire or other casualty, and if such damage cannot, in Landlord's reasonable estimation, Landlord will give Tenant written notice of the time which will be materially restored within ninety (90) days of needed to repair such damage, as determined by Landlord in its reasonable discretion, and the election (if any) which Landlord has made according to this Article 18. Such notice will be given before the 30th day (the "notice date") after the fire or other insured casualty. (b) If the Premises or the Building are damaged by fire or other casualty to an extent which may be repaired within one hundred twenty (120) days after the notice date, as reasonably determined by Landlord, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event this Lease will continue in full force and effect except that Monthly Rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the rentable area of the Premises Tenant is unable to use during the repair period. (c) If the Premises or the Building are damaged by fire or other casualty to an extent that may not be repaired within one hundred twenty (120) days after the notice date, as reasonably determined by Landlord, then (1) Landlord may, at its sole option, terminate may cancel this Lease as of the date of such fire damage by written notice given to Tenant on or casualty before the notice date or (2) Tenant may cancel this Lease as of the date of such damage by written notice given to Landlord within ten (10) days after Landlord's delivery of a written notice that the repairs cannot be made within such one hundred twenty (120) day period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord will diligently proceed to repair the Building and Premises and Monthly Rent will be abated on a pro rata basis during the repair period based on the proportion of the rentable area of the Premises Tenant is unable to use during the repair period. (d) Notwithstanding the provisions of subparagraphs (a), (b), and (c) above, Landlord shall have no obligation whatsoever to repair, reconstruct, or restore the Premises and/or the Building if any of the following occurs: (1) The holder of the first deed of trust, security agreement, or mortgage encumbering the Building elects not to permit the insurance proceeds payable upon damage to or destruction of the Building or Premises to be used for such repair, reconstruction, or restoration; (2) The damage or destruction is not fully covered by insurance maintained by Landlord for Landlord's benefit; (3) The damage or destruction occurs during the last 24 months of the Lease Term shall end on such date as if that date had been originally fixed or any renewal or extension thereof; (4) Tenant is in this Lease for the expiration default of the Lease Termas described in Article 25. In such event, Landlord shall exercise its option provided herein or Tenant (unless Tenant is in default of the Lease) may terminate this Lease by written notice to Tenant the other party given within sixty 30 days after the damage or destruction (60e) days of If any such damage by fire or other casualty. For purposes hereof, casualty is 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 result of the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building willful conduct or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct intentional failure to act of Tenant, its agents, contractors, employees, contractors, or invitees, licensees, tenants, or assignees. (d) In the event there will be no abatement of Monthly Rent as otherwise provided for in this Article 18. Tenant will have no rights to terminate this Lease on account of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the Lease shall end on the date of such damage except as if the date of such damage were the date originally fixed set forth in this Lease for the expiration of the Lease TermLease. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If at any time during the Term the Building is damaged or Premises are rendered partially or wholly unfit for occupancy destroyed by fire, the elements, act of God lightning or tempest or by other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety casualty (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the Lease shall end on the date of such damage as or destruction being called the “Damage Date”), then the following provisions shall apply: (i) if: (A) in the opinion of the Landlord’s architect or engineer (the “Landlord’s Expert”) the Building is damaged or destroyed to such a material extent or the damage or destruction is of such a nature that the Building must be or should be totally or partially demolished; (B) the damage or destruction is caused by an uninsured peril (being a peril not covered under the insurance to be maintained by the Landlord pursuant to this Lease); or (C) if any Mortgagee exercises its rights under its Mortgage to apply all or part of the date insurance proceeds received, or receivable, by the Landlord on account of such damage were or destruction so that there would not be sufficient insurance proceeds to pay for the estimated cost (as estimated by the Landlord) of the Landlord’s Reconstruction (as defined below), the Landlord may at its option terminate this Lease by giving to the Tenant notice in writing of such termination within 60 days following the Damage Date, in which event this Lease and the Term hereby demised will cease and be at an end as of the Damage Date and the Rent will be apportioned and paid in full to the Damage Date. The Tenant will have a corresponding option to terminate if Section 8.7(a)(i)(B) is applicable, but in the case of Section 8.7(a)(i)(B), only if the peril is one not covered under the insurance to be maintained by the Tenant pursuant to this Lease; (ii) if the damage or destruction is such that the Premises are rendered wholly unfit for occupancy or it is impossible or unsafe to use and occupy them, and if in either event, the damage, in the opinion of the Landlord’s Expert cannot be repaired with reasonable diligence within 365 days from the Damage Date, then the Landlord or the Tenant may terminate this Lease by giving to the other notice in writing of such termination within 60 days following the Damage Date, in which event this Lease and the Term hereby demised will cease and be at an end as at the Damage Date and the Rent will be apportioned and paid in full to the Damage Date. If neither party terminates this Lease, the Landlord will do the Landlord’s Reconstruction and the Rent will ▇▇▇▇▇ from the Damage Date until the earlier of: (A) 120 days following the date originally fixed in this Lease for on which the expiration of Landlord has completed the Lease Term.Landlord’s Reconstruction; and (gB) If any such casualty stated the date that the Tenant recommences its business operations in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.Building,

Damage and Destruction. (a) If the Building or Premises are rendered partially or wholly unfit for occupancy is damaged by fire, the elements, act of God fire or other casualty, then Port shall repair the same provided that funds for such repairs are appropriated by Port, in its sole discretion, for such purpose and if that such repairs can be made within two hundred ten (210) days after the date of such damage cannot(the "Repair Period"). In the event such conditions are satisfied, this MOU shall remain in Landlordfull force and effect except that so long as such damage or casualty is not attributable to DOE, its Agents or Invitees, DOE shall be entitled to a proportionate reduction of Rent during the Repair Period based upon the extent to which such damage and the making of such repairs materially interferes with DOE's use or occupancy of the Premises less any insurance proceeds DOE receives, which proceeds are to be applied against the payment of Rent during any Repair Period. Port shall use its commercially reasonable estimation, be materially restored efforts to notify DOE within ninety (90) days after the date of such damagedamage whether or not such repairs can be made within the Repair Period, then Landlord mayand Port's determination thereof shall be binding on DOE. If such repairs cannot be made within the Repair Period, at its sole optionPort shall have the option to notify DOE of: (a) Port's intention to repair such damage and diligently prosecute such repairs to completion within a reasonable period after the Repair Period, subject to appropriation of funds, in which event this MOU shall continue in full force and effect and the monthly Rent shall be reduced as provided herein; or (b) Port's election to terminate this Lease MOU as of the date mutually agreed by the parties. In case of termination, the monthly Rent shall be reduced as provided above, and DOE shall pay such fire or casualty and reduced monthly Rent up to the Lease Term date of termination. If Port elects not to appropriate funds for such repair, Port shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by give written notice to Tenant DOE within sixty (60) days of such fire or other casualty. For purposes hereof, after 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect date Port elects not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant appropriate funds of its election to repair terminate this MOU as of the date mutually agreed by the parties. In case of termination, the monthly Rent shall be reduced as provided above, and restore DOE shall pay such reduced monthly Rent up to the date of termination. If at any time during the last six (6) months of the Term of this MOU, the Premises as provided in this Paragraphis damaged or destroyed, Tenant may, at its option and as its sole remedy, then either Port or DOE may terminate this Lease MOU by delivering giving written notice to Landlord, whereupon this Lease shall end on the other party of its election to do so within thirty (30) days after the date of such fire or casualty as if the date occurrence of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no DOE may terminate only if such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction substantially impairs its use or occupancy of the Premises for the Permitted Use. The effective date of termination shall be specified in the notice of termination, which date shall not be more than thirty (30) days from the date of the notice. Notwithstanding anything to the Building or contrary in this MOU, (i) Port shall have no obligation to repair the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvementsii) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord DOE shall not be liable entitled to Tenant for inconvenienceany abatement of Rent, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.and

Damage and Destruction. (a) If at any time during the Building or Premises are rendered partially or wholly unfit for occupancy by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent damaged or materially interfere with Tenant's use of the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) abovedestroyed, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy either in whole or in part following part, by fire or other peril insured against by HDGH, then, and in every such damage, event: 7.6.1 If the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building is such that, in the opinion of the Architect to be given to HDGH within twenty (20) days of the date of the occurrence of such damage or destruction (the “Date of Damage”), the Licensed Premises are rendered partially unfit for occupancy or impossible or unsafe for use or occupancy, then the Agreement Fee shall ▇▇▇▇▇ as of the Date of Damage in proportion to the part of the Premises which is rendered unfit for occupancy or impossible or unsafe for use or occupancy, and Agreement Fee will not be payable again until such time as the Premises and the Improvements have been fully restored by the Town to their condition as of the Commencement Date. 7.6.2 If the damage or destruction to the Building is such that, in the opinion of the Architect to be given to HDGH within twenty (20) days of the Date of Damage, the Premises are rendered wholly unfit for occupancy or impossible or unsafe for use or occupancy, or that reasonable or convenient access is prevented thereto, and if, in either event, the damage, in the opinion of the Architect to be given to HDGH within twenty (20) days of the Date of Damage, cannot be repaired with reasonable diligence within one hundred and twenty (120) days of the Date of Damage, then either the Town or HDGH may terminate this tenancy within twenty (20) days following the date of the giving of the Architect’s opinion, upon written notice to the other party, in which event this Agreement will be at an end as of the Date of Damage and the Agreement Fee shall be apportioned and paid in full to the Date of Damage. 7.6.3 In the event that neither the Town nor HDGH shall terminate this Agreement in accordance with the provisions of Section 7.6.2 of this Agreement, then the Town shall repair the Premises, Tenant shall, upon notice the Improvements and the Building with all reasonable speed and the Agreement Fee hereby reserved shall ▇▇▇▇▇ from Landlord, remove forthwith, at its sole cost the Date of Damage until the later date of either (i) the Premises and expense, such portion or all Improvements are restored to their condition as of the property belonging to Tenant Commencement Date; or (other than partitionsii) reasonable and convenient access is restored thereto, fixtures, additions, and similar improvements) from such portion or all of as the Building or case may be. 7.6.4 If the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to destruction is such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrarythat, in the event opinion of the holder Architect to be given to HDGH within twenty (20) days of any indebtedness secured by a mortgage or deed to secure debt covering the Date of Damage, the Premises are rendered wholly unfit for occupancy or if it is impossible or unsafe to use and occupy the Premises, and if, in either event, the damage, in the opinion of the Architect to be given within twenty (20) days from the Date of Damage, can be repaired with reasonable diligence within one hundred and twenty (120) days of the Date of Damage, then the Agreement Fee shall ▇▇▇▇▇ from the Date of Damage until the date the Premises and Improvements are restored to their condition as of the Commencement Date, provided that the Town shall repair the Premises and the Improvements with all reasonable speed. 7.6.5 Notwithstanding anything contained in this Section 7.6, if the Town does not commence to repair or restore the Premises, the Improvements or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the Lease shall end on of the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration delivery of the Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not Architect’s opinion or, having commenced the result repair or restoration of gross negligence or willful misconduct of Landlordthe Premises, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expensesthe Improvements, or any other type of injury or damage resulting from the repair of any such damageBuilding, or from any repairdoes not continue to complete same within reasonable dispatch, modificationHDGH may terminate this Agreement upon fifteen (15) days prior written notice to the Town, arrangingin which case, or rearranging of any portion this Agreement shall cease and be at an end as of the Premises or any part or all Date of Damage and the Building or for termination Agreement Fee shall be apportioned and paid in full to the Date of this Lease as provided in this Paragraph 5.7Damage.

Damage and Destruction. (a) If the Building Premises or Premises are rendered partially or wholly unfit for occupancy the Facility is damaged by fire, the elements, act of God fire or other casualty, then Port shall repair the same provided that funds for such repairs are appropriated by Port, in its sole discretion, for such purpose and if that such repairs can be made within two hundred ten (210) days after the date of such damage cannot(the "Repair Period"). In the event such conditions are satisfied, this Lease shall remain in Landlordfull force and effect except that so long as such damage or casualty is not attributable to Tenant, its Agents or Invitees, Tenant shall be entitled to a proportionate reduction of Base Rent during the Repair Period based upon the extent to which such damage and the making of such repairs materially interferes with Tenant's use or occupancy of the Premises less any insurance proceeds Tenant receives, or would have received if Tenant complied with the requirements set forth in Section 16 above, which proceeds are to be applied against the payment of Rent during any Repair Period. Port shall use its commercially reasonable estimation, be materially restored efforts to notify Tenant within ninety (90) days after the date of such damagedamage whether or not such repairs can be made within the Repair Period, then Landlord mayand Port's determination thereof shall be binding on Tenant. If such repairs cannot be made within the Repair Period, at its sole optionPort shall have the option to notify Tenant of: (a) Port's intention to repair such damage and diligently prosecute such repairs to completion within a reasonable period after the Repair Period, subject to appropriation of funds, in which event this Lease shall continue in full force and effect and the monthly Base Rent shall be reduced as provided herein; or (b) Port's election to terminate this Lease as of the date specified in such notice, which date shall be not less than thirty (30) nor more than sixty (60) days after notice is given by Port. In case of termination, the monthly Base Rent shall be reduced as provided above, and Tenant shall pay such fire or casualty and reduced monthly Base Rent up to the Lease Term date of termination. If Port elects not to appropriate funds for such repair, Port shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by give written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, after 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect date Port elects not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant appropriate funds of its election to repair terminate this Lease as of the date specified in such notice, which date shall be not less than thirty (30) nor more than sixty (60) days after notice is given by Port. In case of termination, the monthly Base Rent shall be reduced as provided above, and restore Tenant shall pay such reduced monthly Base Rent up to the date of termination. If at any time during the last six (6) months of the Term of this Lease, the Premises as provided in this Paragraphor the Facility is damaged or destroyed, then either Port or Tenant may, at its option and as its sole remedy, may terminate this Lease by delivering giving written notice to Landlord, whereupon this Lease shall end on the other party of its election to do so within thirty (30) days after the date of such fire or casualty as if the date occurrence of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no Tenant may terminate only if such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction substantially impairs its use or occupancy of the Premises for the Permitted Use. The effective date of termination shall be specified in the notice of termination, which date shall not be more than thirty (30) days from the date of the notice. Notwithstanding anything to the Building or the Premisescontrary in this Lease, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging (i) Port shall have no obligation to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in repair the Premises or the Building. Facility, (fii) Notwithstanding anything herein Tenant shall not be entitled to the contraryany abatement of Rent, and (iii) Tenant shall not be entitled to terminate this Lease, in the event the holder damage or destruction is attributable to any act or omission of Tenant, its Agents, or Invitees. In no event shall Port be required to repair any indebtedness secured damage to Tenant's Property or any paneling, decorations, railings, floor coverings, or any Improvements or other Alterations installed or made on the Premises by a mortgage or deed to secure debt covering at the expense of Tenant. In the event the Premises or Building requires that any insurance proceeds be paid the Facility is substantially damaged or destroyed and Port intends to itrebuild for public purposes inconsistent with this Lease, then Landlord shall have the right to Port may terminate this Lease by delivering upon written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such person, whereupon the 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 Lease TermTenant. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If It is further agreed by the Building parties hereto that if all or any portion of the Premises are rendered partially shall be destroyed or wholly unfit for occupancy damaged by fire, the elements, act of God fire or other casualtyinsured cause, and if such damage cannotLessor shall, in Landlord's reasonable estimation, be materially restored within ninety (90) 30 days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire damage or casualty destruction to the Premises, determine whether or not to commence repair and restoration thereof after the Lease Term happening of such damage or destruction or to terminate this Lease. If, as a result of such damage or destruction, Lessee shall end on be deprived of the use and occupancy of any part of the Premises, or if Lessee shall be prevented from conducting its business in any part of the Premises, or if such date as if that date had damage or destruction shall materially affect the business of Lessee, Lessee shall have the option to close its operation and doors until the Premises have been originally fixed in this Lease restored to their condition prior to the damage and destruction, during such period Lessee shall not be obligated to pay rent for the expiration Premises. If Lessee shall elect not to close its operation and doors, its rental obligations hereunder (including real estate taxes and Lessor's insurance but not maintenance of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 undamaged portion of the Premises or Lessee's insurance) shall ▇▇▇▇▇ in proportion to the area of the Premises that Lessee is not physically able to occupy and utilize for its normal business operation until such time as Lessor shall have completed the purpose for which it was then being usedrepair or restoration. (b) If In the event that Lessor does not provide Lessee with a written notice of Lessor's intention to repair or restore the Premises within 30 days of the damage or destruction or Lessor does not repair or restore the Premises within 180 days of the damage or destruction, Lessee shall have the option of terminating this Lease is not terminated pursuant to subparagraph (a) abovewithin 30 days of the occurrence of such event, then Landlord shall proceed with all due diligence to repair and restore following the Building 30-day period or Premisesthe 180-day period, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenantbe. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, 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 person, whereupon the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If the Premises or the Building or Premises are rendered partially or wholly unfit for occupancy is damaged by fire, the elements, act of God fire or other insured casualty, and if such damage cannot, in Landlord's reasonable estimation, Landlord will give Tenant written notice of the time which will be materially restored within ninety (90) days of needed to repair such damage, as determined by Landlord in its reasonable discretion, and the election (if any) which Landlord has made according to this Article 18. Such notice will be given before the 60th day (the "notice date") after the fire or other insured casualty. (b) If the Premises or the Building is damaged by fire or other insured casualty to an extent which may be repaired within 270 days after the notice date, as reasonably determined by Landlord, Landlord will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair. In that event this Lease will continue in full force and effect except that Monthly Rent will be abated on a pro rata basis from the date of the damage until the date of the completion of such repairs (the "repair period") based on the proportion of the Rentable Area of the Premises Tenant is unable to use during the repair period. (c) If the Premises or the Building is damaged by fire or other insured casualty to an extent that may not be repaired within 270 days after the notice date, as reasonably determined by Landlord, then (1) Landlord may, at its sole option, terminate may cancel this Lease as of the date of such fire damage by written notice given to Tenant on or casualty and before the Lease Term shall end on such notice date as if that date had been originally fixed in or (2) Tenant may cancel this Lease as of the date of such damage by written notice given to Landlord within such 270-day period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord will diligently proceed to repair the Building and Premises and Monthly Rent will be abated on a pro rata basis during the repair period based on the proportion of the Rentable Area of the Premises Tenant is unable to use during the repair period. (d) Notwithstanding the provisions of subparagraphs (a), (b), and (c) above, if the Premises or the Building or the Project are damaged by uninsured casualty, or if the proceeds of insurance are insufficient to pay for the expiration repair of any damage to the Premises or the Building or the Project, Landlord will have the option to repair such damage or cancel this Lease as of the Lease Term. Landlord shall exercise its option provided herein date of such casualty by written notice to Tenant within sixty on or before the notice date. (60e) days of If any such damage by fire or other casualty. For purposes hereof, casualty is 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 result of the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building willful conduct or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; provided, however, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct failure to act of Tenant, its agents, contractors, employees, contractors, or invitees, licenseesthere will be no abatement of Monthly Rent as otherwise provided for in this Article 18. Tenant will have no rights to terminate this Lease on account of any damage to the Premises, tenantsthe Building, or assigneesthe Project, except as set forth in this Lease. (df) In the event For purposes of this Article 18 and subject to subsections (a) through (e) hereof, Landlord shall repair or restore any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixturesalterations, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord improvements in the Premises or the Building. (f) Notwithstanding anything herein decorations thereto to the contraryextent that such alterations, additions, improvements and decorations were provided by Landlord at the beginning of the Term. Landlord shall have no further obligations pursuant to this Lease to repair or restore any alterations, additions or improvements in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires the decorations thereto. If Tenant desires any other or additional repairs or restoration and if Landlord consents thereto, the same shall be done at Tenant's sole cost and expense. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance proceeds be paid coverage, carried by Landlord for damage to italterations, 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 personadditions, whereupon the 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 Lease Termimprovements or decorations. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. If the Building is damaged or destroyed by fire, smoke, tornado, ice, wind, lightning, flood, water, explosion, riot, or other casualty, Lessee shall notify Lessor as soon as reasonably possible. (a) If the Building is completely destroyed, or Premises are rendered partially if twenty-five percent (25%) or wholly unfit for occupancy by firemore of the usable area of the Building is damaged, or if in the elements, act reasonable judgment of God or other Lessor and Lessee the damage resulting cannot be repaired within one hundred eighty (180) days after the occurrence of the casualty, and if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, either Lessor or Lessee may terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by giving written notice to Tenant the other party within sixty (60) days from the date of such fire damage, in which event this Lease shall Expire on the date that is ten (10) days after the date the party electing to terminate gives notice of termination, with the same effect as if such date were stated as the time for Expiration of this Lease. In such event, Base Rent, Additional Rent and other amounts payable by Lessee shall abate from the date of such casualty through the date of termination. ▇▇ ▇he event neither party elects to terminate in accordance with the foregoing, Lessor shall promptly restore or other rebuild the Premises to its condition existing prior to the casualty. For purposes hereofIn such event, Base Rent, Additional Rent, and other amounts payable by Lessee shall abate from the Building date of such casualty through the date upon which such ▇▇▇▇oration 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 then being usedrebuilding is complete. (b) If this Lease is not terminated pursuant to subparagraph (ai) above, then Landlord shall proceed with all due diligence to repair and restore less than twenty-five percent (25%) of the Building is damaged or Premisesdestroyed, (ii) in the reasonable judgment of Lessor and Lessee, the damage can be repaired within one hundred eighty (180) days after the occurrence of the casualty, and (iii) Lessee can use the remainder of the Building for substantially the same purpose(s) as immediately prior to the damage or destruction, Lessor shall, within a reasonable time, restore or rebuild the damaged or destroyed part to a condition at least as good as the case may be (except that Landlord may elect not condition which existed immediately prior to rebuildthe damage or destruction. In such event, Base Rent, Additional Rent and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at other amounts payable by Lessee shall abate from the date of such damage). In the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on casualty through the date of upon which such fire ▇▇▇▇oration or casualty as if rebuilding is complete in the date of such notice were proportion that the date originally fixed in this Lease for the expiration area of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental 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 delayed. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area portion of the Premises rendered unusable by such damage; provided, however, that no such abatement shall cannot be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of any damage or destruction used bears to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all total area of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) . Notwithstanding anything herein above to the contrary, Lessor shall have no obligation to restore or rebuild to the extent that cost of such restoration or rebuilding is in excess of the event the holder amount of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid available to itcover the cost of such rebuilding or restoring plus the amount of the deductible portion under any applicable insurance policies held by Lessor or, 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 if Lessee delivers any such persondeductible amount to Lessor, whereupon the 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 Lease Termby Lessee. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. If a fire or other casualty in the Premises or the Project occurs, Tenant shall immediately give notice thereof to Landlord. The following provision shall apply to any fire or other casualty: (a) If the Building damage is limited solely to the Premises and the Premises can, in the reasonable opinion of Landlord, be made tenantable with all damage repaired within six (6) months from the date of damage or destruction, then Landlord shall diligently rebuild the same; provided, however, that Landlord shall not be obligated to expend for such repair an amount in excess of the insurance proceeds recovered or recoverable as a result of such damage. (b) If portions of the Project outside the boundaries of the Premises are rendered partially damaged or wholly unfit for occupancy by firedestroyed (whether or not the Premises are also damaged or destroyed) and (i) the Premises and the Project can both, in the elementsreasonable opinion of Landlord, act be made tenantable with all damage repaired within six (6) months from the date of God damage or other casualtydestruction, and if (ii) Landlord determines that such reconstruction is economically feasible, then Landlord shall diligently rebuild the same; provided, however, that Landlord shall not be obligated to expend for such repair an amount in excess of the insurance proceeds recovered or recoverable as a result of such damage and Landlord shall have no obligation to repair or restore Tenant Extra Improvements or Alterations. (c) If (i) the Premises should be damaged by any occurrence not covered by Landlord’s insurance, or (ii) the Premises or the Building should be damaged to the extent that the damage cannot, in Landlord's ’s reasonable estimation, opinion be materially restored within ninety six (906) days of such damage, then Landlord may, at its sole option, terminate this Lease as of months from the date of such fire damage, or casualty and (iii) the Lease Term shall end on such date as if that date had been originally fixed in this Lease for Building should be damaged to the expiration extent of more than fifty percent (50%) of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days cost of such fire or other casualty. For purposes hereofreplacement thereof, 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 notwithstanding that the Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be undamaged, or (except that Landlord may elect not to rebuild, and thus terminate this Lease, iv) if such the damage occurs during the last two (2) years of the Term, Landlord may elect either to repair or rebuild the Premises or the Building or to terminate this Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised at the date upon giving notice in writing of such damage). In the event that Landlord shall fail election to complete such repairs and material restoration Tenant within one hundred fifty sixty (15060) days after Landlord notifies Tenant the happening of its election to repair and restore the event causing the damage. (d) During any period when the Premises are rendered untenantable because of any casualty, Base Rent shall ▇▇▇▇▇ proportionately until such time as provided in this Paragraphthe Premises are made tenantable as reasonably determined by Landlord or, Tenant mayif required by applicable law, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date a new certificate of such fire or casualty as if the date of such notice were the date originally fixed in this Lease occupancy is issued for the expiration damaged portion of the term hereofPremises, and no portion of the Rent so abated shall be subject to subsequent recapture; provided, however, that if construction there shall be no such abatement (i) except to the extent that the amount thereof is delayed because compensated for and recoverable from the proceeds of changes, deletions, rental abatement or additions in construction requested business interruption insurance maintained by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of LandlordLandlord with respect to this Lease, the period for restoration, repair Premises or rebuilding shall be extended for the amount of time Landlord Project or (ii) if the damage is so delayed. In no event shall Landlord be required to rebuild, repair, caused by Tenant or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by TenantTenant Party. (ce) The proceeds from any insurance paid by reason of damage to or destruction of the Project or the Building or any part thereof, the Building Standard Improvements or any other element, component or property insured by Landlord shall belong to and be paid to Landlord subject to the rights of any mortgagee of Landlord’s interest in the Project or the beneficiary of any deed of trust that constitutes an encumbrance thereon. If this Lease shall not be is terminated by either party as a consequence of a casualty in accordance with any of the provisions of this Section 12.1, all proceeds of insurance required to be maintained either by Landlord pursuant or Tenant shall be paid to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for occupancy shall abat▇ ▇▇ proportion Landlord subject to the number rights of square feet any mortgagee of Rentable Area Landlord’s interest in the Project or the beneficiary of the Premises rendered unusable by such damageany deed of trust that constitutes an encumbrance thereon; provided, however, that no such abatement Tenant shall be made paid all proceeds of insurance payable in connection with Tenant’s Personal Property. (f) If the Premises, or any part thereof, or any portion of the Building necessary for Tenant’s use of the Premises, are damaged or destroyed during the last twelve (12) months of the Term, or any extension thereof, Landlord or Tenant may terminate this Lease by giving written notice thereof to the other party within thirty (30) days after the date of the casualty, in which case this Lease shall terminate as of the later of the date of the casualty or the date of Tenant’s vacation of the Premises. (g) Except to the extent expressly provided in this Lease, nothing contained in this Lease shall relieve Tenant of any liability to Landlord or to Landlord’s insurance carriers that Tenant may have under law or under the provisions of this Subparagraph (c) Lease in the event such damage shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees. (d) In the event of connection with any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees arising out of any claim of damage or injury as a result of any alleged failure properly to secure the Premises prior to such removal and/or such removal. (e) 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 except that Landlord's insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the BuildingBuilding by fire or other casualty. (fh) If Landlord rebuilds the Premises under any provision of this Article 12, Tenant shall repair and restore Tenant Extra Improvements and any Alterations at Tenant’s expense so as to restore the Premises to the condition existing prior to such damage or destruction, or, at Landlord’s election, Landlord may repair and rebuild the Tenant Extra Improvements or Alterations, at Tenant’s sole cost and expense in accordance with Section 6.7 of this Lease. So long as it does not delay completion of the restoration, Tenant may elect, at its expense, to update or redecorate the Premises in connection with the restoration but any changes shall be considered Alterations subject to the provisions of Section 6.7 above. (i) Notwithstanding anything herein any other provision of this Section 12.1, within ninety (90) days after the occurrence of any casualty, Landlord shall notify Tenant as to the contraryexpected period of time needed to complete any repair or restoration. If (i) Landlord estimates that it will take more than three hundred sixty five (365) days to complete the repair or restoration after the occurrence of the casualty, in and (ii) the event the holder damage or destruction renders a material portion of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to ituntenantable, then Landlord shall have the right Tenant may elect to terminate this Lease by delivering giving Landlord written notice of termination within twenty (20) days after receipt of Landlord’s notice. If Tenant does not provide written notice within such time period, Tenant shall have permanently waived its right to terminate the Lease pursuant to this provision. In addition, if ▇▇▇▇▇▇▇▇ has not completed any restoration within three hundred sixty-five (365) days after the occurrence of the casualty (as such period may be extended by any period of Force Majeure or delay in receiving insurance proceeds, which period shall not exceed, in the aggregate, sixty (60) days), then Tenant may notify Landlord in writing that Tenant wishes to terminate the Lease. If Landlord has not completed restoration and delivered possession of the restored Premises to Tenant within fifteen thirty (1530) days after such requirement is made by any such person, whereupon the Lease shall end on the date of such damage as if notice then this Lease shall terminate and be of no further force and effect. If Landlord completes restoration and delivers possession of the restored Premises to Tenant within thirty (30) days after the date of such damage were the date originally fixed in notice then this Lease for the expiration of the Lease Termshall continue in full force and effect. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7.

Damage and Destruction. (a) If If, during the Building Term, any of the Lessee Improvements shall be damaged or Premises are rendered partially destroyed by fire or wholly unfit for occupancy by fire, the elements, act of God or any other casualty, Lessee shall thereafter commence and if such damage cannotdiligently prosecute to completion, at Lessee’s sole cost and expense, the repair or rebuilding of the Lessee Improvements or portion thereof which was damaged, in Landlord's reasonable estimationa good and workmanlike manner using materials of grade and quality similar to those at other airport facilities in southeast Tennessee, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as to the condition of the date of such fire Lessee Improvements or casualty and the Lease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, 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 then being used. (b) If this Lease is not terminated pursuant to subparagraph (a) above, then Landlord shall proceed with all due diligence to repair and restore the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last two (2) years of the Lease Term (unless Tenant extends the Lease Term for an additional two (2) year period) exclusive of any option which is unexercised portion thereof at the date of such damage). In time prior to the event that Landlord shall fail to complete such repairs and material restoration within one hundred fifty (150) days after Landlord notifies Tenant of its election to repair and restore the Premises as provided in this Paragraph, Tenant may, at its option and as its sole remedy, terminate this Lease by delivering written notice to Landlord, whereupon this Lease shall end on the date of such fire or casualty as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereofcasualty; provided, however, that if construction is delayed because the Lessee Improvements upon completion of changes, deletions, or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God or intervention of other supernatural forces, war, material or labor shortages, governmental regulation or control, or other causes beyond the reasonable control of Landlord, the period for restoration, such repair or rebuilding shall have a value which is not substantially less than the value of the Lessee Improvements immediately prior to the damage or destruction. The net proceeds of the property insurance shall be extended for paid or made available to Lessee to pay the amount costs of time Landlord such repair and rebuilding. All costs of such repair or rebuilding in excess of the net insurance proceeds shall be paid by ▇▇▇▇▇▇, and any surplus proceeds, if said repair and/or rebuilding is so delayed. In no event completed more than three (3) years prior to the expiration of the Initial Term, shall Landlord upon completion thereof be required paid to rebuildor retained by ▇▇▇▇▇▇; however, repairif said repair and/or rebuilding is completed within three (3) years of the expiration of the Initial Term, or replace at any part time during the Renewal Term, then Lessor shall receive and retain any surplus proceeds. There shall be no abatement of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. (c) If this Lease shall not be terminated by Landlord pursuant to this Paragraph 5.7 and if the Premises are unfit for occupancy in whole or in part following such damage, the rent payable during the period in which the Premises are unfit for of such repair or rebuilding. Environmental Compliance. Lessee, at Lessee's Expense, shall comply with all applicable Environmental Laws (as defined below) pertaining to Lessee's business use and occupancy shall abat▇ ▇▇ proportion to the number of square feet of Rentable Area of the Premises rendered unusable by such damage; providedProperty. Lessee hereby agrees to and does indemnify and holds Lessor harmless from and against any and all liability, howeverobligations, that no such abatement shall be made under the provisions of this Subparagraph (c) in the event such damage shall have been caused through the negligence or willful misconduct of Tenantlosses, its agentsdamages, employeespenalties, contractorsclaims, inviteesclean-up costs, licenseesfines, tenantscivil penalties, and actions, suits, including legal fees imposed on, incurred by, or assignees. (d) In the event of any damage or destruction to the Building or the Premises, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant (other than partitions, fixtures, additions, and similar improvements) from such portion or all of the Building or the Premises as Landlord shall request, and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees reserved against Lessor arising out of any claim of damage the existence or injury as a result presence of any alleged failure properly to secure "Regulated Substance", as defined herein, on, under, or from the Premises prior to such removal and/or such removal. Property from and after the commencement of the Initial Term of this Lease (e"Commencement Date") Any insurance which may be carried by Landlord or Tenant against loss or damage but only to the Building or Premises shall be for the sole benefit extent arising out of ▇▇▇▇▇▇'s occupancy and use of the party carrying such insurance Property; and under its sole control except that Landlord's insurance may be subject any liability, claims, or damages in any way related to control or arising out of the removal, treatment, storage, disposal, disposition, mitigation, clean-up, or remedying of by Lessee of Regulated Substances on the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building. (f) Property. Notwithstanding anything herein to the contrary, in ▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇ has no obligation to and does not indemnify Lessor for any claims or damages due to any Regulated Substances existing or present on the event Land prior to the holder Commencement Date or arising out of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to itacts of third parties not under ▇▇▇▇▇▇'s control. For the purposes of this Section 15, then Landlord the following terms shall have the right meanings set forth herein: "Environmental Laws" means any applicable federal, state, regional, county or local laws, statutes, rules, regulations or ordinances, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. Section 9601 et seq. ("CERCLA"), the Resource Conservation and Recovery Act of 1976, as amended by the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C. Section 6901 et seq. ("RCRA"), the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. Section 1251 et seq ("CWA"), the Toxic Substances Control Act of 1976, 15 U.S.C. Section 2601 et seq. ("TSCA"), the Emergency Planning and Community Right-to-Know Act of 1986, as amended, 42 U.S.C. Section 11001 et seq. ("▇▇▇▇ Title III"), the Clean Air Act of 1986, as amended, 42 U.S.C. Section 7401 et seq. ("CAA"), the National Environmental Policy Act and Harbors Act of 1899, 33 U.S.C. Section 401 et seq. ("RHA"), the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq. ("OSHA"), and the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. Section 300(f) et seq. ("SDWA"), and any and all rules, regulations and guidance documents promulgated or published thereunder, and any other federal, state, county or local statute, law, rule, regulation or ordinance relating to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such personpublic health, whereupon safety or the 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 Lease Term. (g) If any such casualty stated in this Paragraph 5.7 is not the result of gross negligence or willful misconduct of Landlorddischarge, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expensesemission, or any disposal to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls (PCB's), asbestos or urea formaldehyde, to the treatment, storage, disposal or management of regulated substances (including without limitation, petroleum, its derivatives, by-products or other type of injury or damage resulting from the repair of any such damagehydrocarbons), to exposure to toxic, hazardous, or from other controlled, prohibited or other regulated substances, to the transportation, storage, disposal, management or Release of gaseous or liquid substances, and any repairregulation, modificationorder, arranginginjunction, judgment, declaration, Notice or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 5.7demand issued thereunder.