Common use of Fire or Other Casualty Clause in Contracts

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire If the Premises or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Building are damaged by fire or other casualty which (a “Casualty”), Landlord shall use commercially reasonable efforts to deliver to Tenant within sixty (60) days after such Casualty a good faith estimate (the “Damage Notice”) of the time needed to repair the damage caused by such Casualty. If a material portion of the Premises is fully insured damaged by Casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby cannot be repaired within two hundred seventy (without regard to deductibles270) and would cost less than Five Hundred Thousand Dollars days after the commencement of repairs ($500,000.00) and require less than 180 days to repairthe “Repair Period”), then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant. If a Casualty damages the Premises or a material portion of the Building and (a) Landlord estimates that the damage to the Premises cannot be repaired within the Repair Period; (b) the damage occurs during the last twelve (12) months of the Term; (c) regardless of the extent of damage to the Premises, Landlord makes a good faith determination that restoring the Building would be uneconomical; or (d) Landlord is required to pay any insurance proceeds arising out of the Casualty to a Landlord’s Mortgagee, then Landlord may terminate this Lease by giving written notice of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant. If neither party shall have the right elects to terminate this Agreement Lease following a Casualty, then Landlord shall, within a reasonable time after such Casualty, begin to repair the Premises and shall proceed with reasonable diligence to restore the Premises to substantially the same condition as they existed immediately before such Casualty; however, other than building standard leasehold improvements, Landlord shall not be required to repair or replace any Alterations within the Premises (which shall be promptly and with due diligence repaired and restored by reason thereof Tenant at Tenant’s sole cost and expense) or any furniture, equipment, trade fixtures or personal property of Tenant or others in the Closing shall take place without abatement of Premises or the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insuranceBuilding, and any similar insurance, attributable Landlord’s obligation to repair or restore the period preceding the Closing Date) that may Premises shall be payable to Seller on account of any such fire or other casualty, limited to the extent such of the insurance proceeds have not been previously expended or are otherwise required to reimburse Seller actually received by Landlord for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insuranceCasualty in question. If any such the Premises are damaged by Casualty, Rent for the portion of the Premises rendered untenantable by the damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser shall be abated on a reasonable basis from the notice date of damage until the completion of Landlord’s repairs (or casualty referred until the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be), unless a Tenant Party caused such damage, in which case, Tenant shall continue to pay Rent without abatement. The rights contained in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto 15 shall be released Tenant’s sole and exclusive remedy in the event of all further obligations hereunder with respect to a Casualty. Tenant hereby waives the Property except those which expressly survive a termination provisions of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount Sections 1932(2) and 1933(4) of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, California Civil Code and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)provisions of any successor or other law of like import.

Fire or Other Casualty. Seller agrees (a) Subject to give Purchaser prompt notice the terms and conditions of any fire or other casualty to mortgage having priority over this Lease, if the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair Building and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Premises are damaged by fire or any other casualty cause to such extent that the same cannot be restored, as reasonably estimated by Xxxxxxxx, within one hundred fifty (150) days after the date of such damage or destruction, then Landlord shall, no later than the sixtieth (60th) day following the damage, give Tenant notice of Landlord’s election either to (a) restore the Building and Premises (including the Landlord’s Work, but expressly excluding the Upgraded Work), or (b) terminate this Lease. In the event Landlord elects to terminate this Lease, the Lease shall terminate on the earlier of the date of such notice or the date upon which is fully insured (without regard Xxxxxx surrenders possession of the Premises. In such event, the Rent and other charges due hereunder shall be apportioned as of the day following the casualty, and any Rent paid for any period beyond said date shall be repaid to deductibles) and would cost Tenant. If the time of restoration as estimated by Landlord shall be less than Five Hundred Thousand Dollars one hundred fifty ($500,000.00150) days, or if Landlord does not elect to terminate this Lease, as hereinabove provided, Landlord shall restore the Building and require less than 180 the Premises (including the Landlord’s Work, but expressly excluding the Upgraded Work) within said one hundred fifty (150) day period, subject to Force Majeure and delays in making of insurance adjustments by Landlord, and Tenant shall have no right to terminate this Lease except as herein provided. Tenant shall, in such event, restore fixtures and improvements (including without limitation, the Upgraded Work) made by or for Tenant to the condition required by Tenant for its operations in the Premises. In the event the Building and Premises are damaged by fire or any other cause to such extent that the same cannot be restored, as reasonably estimated by Landlord, within one hundred fifty (150) days to repairafter the date of such damage or destruction, then neither party Tenant may, provided that the such casualty was not caused by the willful misconduct or negligence of Tenant, its agents or employees, terminate this Lease and Tenant shall vacate the Premises and surrender the same to Landlord and Tenant’s liability for Rent shall cease as of the day following the casualty. If this Lease is not terminated in accordance with this Section 20, and Xxxxxxxx fails to restore the Premises and the Building such that Tenant can use and occupy the Premises for its intended purposes within one hundred eighty (180) days following such casualty event, Tenant shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser Lease at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made time prior to the Closing Date, plus Seller shall credit the amount Landlord’s completion of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)restoration.

Fire or Other Casualty. Seller agrees In the event that the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to give Purchaser prompt notice Landlord. In the event the Building shall be damaged by fire or other casualty, and substantial alteration or reconstruction of the Building shall, in Landlord’s reasonable opinion, be required (whether or not the Premises shall have been damaged by such fire or other casualty), or in the event any mortgagee under a mortgage or deed of trust covering the Building should require that the insurance proceeds payable as a result of any fire or other casualty be applied against the mortgage debt, Landlord may terminate this Lease by notifying Tenant in writing of such termination within ninety (90) days after the date of notification to Landlord of such damage and the Monthly Rental Payment and Additional Rent shall be abated during the unexpired portion of this Lease effective with the date of such damage; provided, however, Tenant’s obligation to pay any and all Additional Rent under this Lease shall continue and shall cover all periods up to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date date of which Seller has knowledgesuch damage. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right If Landlord elects not to terminate this Agreement by reason thereof Lease, Landlord shall, within ninety (90) days after notification from Tenant of such damage, commence to rebuild or repair the Building and shall proceed with reasonable diligence to restore the Closing Building (except that Landlord shall take place without abatement not be responsible for delays outside its control) to substantially the same condition it was in immediately prior to the happening of the Purchase Pricecasualty. Landlord shall not be required to rebuild, but Seller shall assign to Purchaser at repair, or replace any part of the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurancefurniture, rent loss and business interruption insuranceequipment, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualtypersonal property or any fixtures and other improvements which may have been placed by Tenant within the Building or the Premises, or related facilities. If the Building is to be rebuilt or repaired, Landlord shall allow Tenant a fair and reasonable diminution of Rent during the time and to the extent such proceeds have the Premises are unfit for Tenant’s intended use. Landlord shall not been previously expended be liable for any inconvenience or are otherwise required annoyance to reimburse Seller for actual expenditures of restoration made prior Tenant or injury to the Closing Datebusiness of Tenant resulting in any way from any damage or repair thereof. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or, plus Seller the Premises, therein shall credit be for the amount sole benefit of Landlord; provided, however, any insurance payments to Tenant for loss of any deductibles under any policies related furniture, furnishings, fixtures, equipment, alterations, additions or improvements which were to such proceeds to become the Purchase Price together with any amount not covered by insurance. If any such damage due to fire property of Landlord upon the expiration or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a earlier termination of this AgreementLease shall be prorated. Should Purchaser elect to proceed to Closing notwithstanding the amount Tenant shall receive that portion of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal allocable to the amount months remaining in the Lease Term, and Landlord shall receive the portion allocable to the months remaining in the useful life of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)item lost.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire In the event that the Premises should be totally destroyed by fire, tornado or other casualty or in the event the Premises or the Building should be so damaged that rebuilding or repairs cannot be completed within 180 days after the date of such damage, either Landlord or Tenant may at its option terminate this lease by delivering written notice thereof to the Property costing more than One Hundred Thousand Dollars other party within twenty ($100,000.0020) to repair and occurring between days following such damage, in which event the Effective Date and rent shall be abated during the Closing Date unexpired portion of which Seller has knowledgethis lease effective with the date of such damage. If, prior to Closing, In the Property is event the Premises should be damaged by fire fire, tornado or other casualty which is fully insured (without regard covered by Landlord's insurance, but only to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than such extent that rebuilding or repairs can be completed within 180 days to repairafter the date of such damage, then or if the damage should be more serious but neither party shall have the right Landlord nor Tenant elects to terminate this Agreement by reason thereof lease, in either such event Landlord shall within thirty (30) days after the date of such damage commence to rebuild or repair the Premises and shall proceed with reasonable diligence to restore the Closing shall take place without abatement of Premises to substantially the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest same condition in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made which they were immediately prior to the Closing Datehappening of the casualty, plus Seller except that Landlord shall credit not be required to rebuild, repair or replace any part of the amount furniture, equipment, fixtures and other improvements which may have been placed by Tenant or other tenants within the Building or the Premises, or related facilities. In the event that the Premises are totally untenantable, Landlord shall xxxxx the rent during the time Premises are unfit for occupancy. If the Premises are not totally untenantable, Landlord shall allow Tenant a fair diminution of rent during the time the Premises are partially unfit for occupancy. In the event any deductibles mortgagee under any policies related a deed of trust, security agreement or insurance proceeds be used to such proceeds retire the mortgage debt, Landlord shall have no obligation to rebuild and this lease shall terminate upon notice to Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Purchase Price together with any amount not covered by insuranceProject or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. If any such damage due Notwithstanding anything to fire the contrary contained herein in the event that either Landlord or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days Tenant terminates this lease, pursuant to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to a right granted in this Section 7.1Paragraph 17, or on the Closing Date, whichever is earlier, in which case the parties hereto any unapplied Prepaid Rent shall be released of all further obligations hereunder with respect refunded to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Tenant.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire If the Subleased Premises are destroyed in whole or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged in part by fire or other casualty which at any time during the Sublease and if after such damage or destruction, Sublessee, in its reasonable judgment, is fully insured (without regard not able to deductibles) use Subleased Premises to substantially the same extent and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have for substantially the right to terminate this Agreement by reason thereof and same purposes as Sublessee used the Closing shall take place without abatement of Subleased Premises before the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, Sublessee simultaneously shall give to Sublessor and Landlord written notice describing in reasonable detail the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurancedestruction. If any such the damage due to fire or other casualty is insured and would cost in excess not the result of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repairnegligence on the part of Sublessee, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1its agents, employees, or on invitees and the Closing DateLandlord terminates the Lease, whichever is earlier, in which case this Sublease shall automatically terminate. If Landlord elects to restore or repair the parties hereto shall be released of all further obligations hereunder with respect to damage so that the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding Subleased Premises are substantially the amount of same as before the insured loss or the time required for repairsdamage, the Closing Sublease shall take place without continue in effect in accordance with its terms, except that if Sublessor receives any abatement of the Purchase Price and at Closing Seller in rent, Sublessee shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price receive an abatement in its Rental equal to the amount same percentage abatement received by Sublessor. If the damage is a result of the applicable deductible. Ifnegligence of Sublessee or any of its agents, prior to Closing, any Property is damaged by fire employees or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repairinvitees, then Purchaser may terminate this Agreement Sublease shall continue in full effect in accordance with its terms with no abatement in the Rental. Sublessee shall furthermore be liable either to Sublessor or Landlord, at Sublessor's election, for all costs incurred in repairing or replacing the damage caused by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice negligent action of damage or casualty or on the Closing DateSublessee, whichever is earlierits agents, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentenceemployees, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repairinvitees. SUBLESSEE ALSO AGREES TO INDEMNIFY SUBLESSOR FOR ANY AND ALL CLAIMS MADE AGAINST SUBLESSOR BY LANDLORD OR ANY OTHER PARTY, then the Closing shall take place as provided hereinWHETHER SOUNDING IN CONTRACT, and the Purchase Price shall be reduced by the estimated amount to repair such casualtyTORT, not to exceed Five Hundred Thousand Dollars ($500,000.00)OR ANY OTHER LEGAL DOCTRINE, WHICH CLAIMS ARISE IN ANY MANNER FROM THE DAMAGE CAUSED BY THE SUBLESSEE'S, ITS AGENTS', EMPLOYEES', REPRESENTATIVES OR INVITEES' NEGLIGENCE.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire In the event that the Building should be totally destroyed by fire, tornado or other casualty to or in the Property costing more than One Hundred Thousand Dollars event the premises or the Building should be so damaged that rebuilding or repairs cannot be completed within one hundred eighty ($100,000.00180) to repair and occurring between days after the Effective Date and date of such damage, Landlord may at its option terminate this lease, in which event the Closing Date rent shall be abated during the unexpired portion of which Seller has knowledgethis lease effective with the date of such damage. If, prior to Closing, In the Property is event the Building or the premises should be damaged by fire fire, tornado or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement covered by reason thereof and the Closing shall take place without abatement of the Purchase PriceLandlord’s insurance, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related only to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire extent that rebuilding or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars repairs can be completed within one hundred eighty ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10180) days after Seller has given Purchaser the notice date of damage or casualty referred to in this Section 7.1such damage, or on if the Closing Date, whichever is earlier, in which case the parties hereto shall damage should be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser serious but Landlord does not elect to terminate its obligations under this Agreement pursuant lease, in either such event Landlord shall within sixty (60) days after the date of such damage commence to rebuild or repair the Building and/or the premises and shall proceed with reasonable diligence to restore the Building and/or premises to substantially the same condition in which it was immediately prior to the immediately preceding sentencehappening of the casualty, except that Landlord shall not be required to rebuild, repair or if replace any uninsured fire part of the furniture, equipment, fixtures and other improvements which may have been placed by Tenant or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) other tenants within the Building or the premises. Landlord shall allow Tenant a fair diminution of rent during the time the premises are unfit for occupancy. In the event any mortgagee under a deed of trust, security agreement or mortgage on the Building should require that any insurance proceeds be used to repairretire the mortgage debt, then Landlord shall have no obligation to rebuild and this lease shall terminate upon notice to Tenant. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Closing shall take place as provided herein, and Building or to the Purchase Price premises shall be reduced by for the estimated amount to repair sole benefit of the party carrying such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)insurance and under its sole control.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In case of any fire or other casualty partial damage to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged Leased Premises by fire or other casualty insured against by Landlord, Tenant shall give immediate notice thereof to Landlord, who shall thereupon cause damage to all property owned by it to be repaired with reasonable speed at the sole expense of Landlord, due allowance being made for reasonable delay which may arise by reason of adjustment of loss under insurance policies on the part of Landlord and/or Tenant, and for reasonable delay on account of "labor troubles" or any other cause beyond Landlord's control, and to the extent that the Leased Premises are rendered untenantable the rent shall proportionately xxxxx from the date of such casualty, provided the damage above mentioned occurred without the fault or neglect of Tenant, Tenant's servants, employees, agents or visitors. If such partial damage is fully insured due to the fault or neglect of Tenant, or Tenant's servants, employees, agents, or invitees, the damage shall be repaired by Landlord to the extent of Landlord's insurance coverage, but there shall be no apportionment or abatement of rent. In the event the damage shall be so extensive to the whole Building as to render it uneconomical, in Landlord's opinion, to restore for its present uses and Landlord shall decide not to repair or rebuild the Building, this Lease, at the option of Landlord, shall be terminated upon written notice to Tenant and the rent shall, in such event, be paid to or adjusted as of the date of such damage, and the terms of this Lease shall expire by lapse of time and conditional limitation upon the third day after such notice is mailed, and Tenant shall thereupon vacate the Leased Premises and surrender the same to Landlord, but no such termination shall release Tenant from any liability to Landlord arising from such damage or from any breach of the obligations imposed on Tenant hereunder, or from any obligations accrued hereunder prior to such termination. Notwithstanding anything contained in this Section 17 to the contrary, if any damage causes the Premises to be untenable and if Landlord or Tenant determines, in good faith that the repair or restoration work cannot be completed within one hundred and twenty (without regard to deductibles120) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairof the date of occurrence causing such damage, then neither party Landlord, or Tenant provided Tenant shall not otherwise be in default hereunder, shall have the right option, exercisable by fifteen (15) days advance written notice thereof to the other given no later than thirty (30) days following such determination, to cancel and terminate this Agreement by reason thereof and the Closing shall take place without abatement Lease as of the Purchase Pricedate of such loss, whereupon all rent due hereunder shall be adjusted as of the date of such damage and Tenant shall thereupon vacate the Premises and surrender the same to Landlord, but Seller no such termination shall assign release Tenant from any liability to Purchaser at the Closing all of Seller’s interest in Landlord arising from any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made obligations accrued hereunder prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)termination.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In the event that substantially all of any fire the Building should be destroyed by fire, tornado or other casualty to or in the Property costing more than One Hundred Thousand Dollars event the Premises or the Building should be so damaged that rebuilding or repairs cannot, in the reasonable judgment of Landlord be completed within one hundred eighty ($100,000.00180) to repair and occurring between days after the Effective Date and date of such damage, Landlord or Tenant may terminate this Lease, in which event, this Lease shall terminate effective as of the Closing Date date of which Seller has knowledgesuch damage. If, prior to Closing, In the Property is event the Building or the Premises should be damaged by fire fire, tornado or other casualty which is fully insured covered by Landlord’s insurance, but only to such extent that rebuilding or repairs can, in the reasonable judgment of Landlord, be completed within one hundred eighty (without regard 180) days after the date of such damage, or if the damage should be more serious but Landlord or Tenant does not elect to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairterminate this Lease, then neither in either such event Landlord shall within thirty (30) days after the date of such damage commence to rebuild or repair the Building and/or the Premises and shall proceed with reasonable diligence to restore the Building and/or Premises to substantially the same condition in which it was immediately prior to the happening of the casualty, except that Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, fixtures and other improvements which may have been placed by Tenant or other tenants within the Building or the Premises. Landlord shall allow Tenant a diminution of Adjusted Rental during the time the Premises are unfit for occupancy, which diminution shall be based upon the proportion of square feet which are unfit for occupancy to the total square feet in the Premises, unless in Tenant’s reasonable judgment the portion of the Premises unfit for occupancy is critical to Tenant’s continued operations. In the event any mortgagee under a deed of trust, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire the mortgage debt, then Landlord, at Landlord’s option, may elect not to rebuild and this Lease shall terminate upon Tenant’s receipt of a written notice from Landlord to that effect. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. Upon any termination of the Lease hereunder, any and all prepaid rents, expenses or other monies paid in advance by Tenant to Landlord shall be immediately refunded. Notwithstanding the foregoing provisions of this Paragraph 15, Tenant shall not have the right to terminate this Agreement by reason thereof and Lease if Landlord shall, within the Closing shall take place without abatement applicable 180 day period, make available to Tenant space within the Building comparable to that portion of the Purchase PricePremises damaged or destroyed and Landlord’s responsibility for diminution of Adjusted Rental shall expire from and after Landlord’s furnishing of such comparable, but Seller shall assign to Purchaser at replacement space within the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Building.

Fire or Other Casualty. Condemnation. In the event that prior to October 6, 2003, a portion of the Total Assets are destroyed or damaged (as described in Section 18.2 hereof), or if condemnation proceedings are threatened or commenced against all or a portion of the Real Estate, Seller agrees to shall promptly give Purchaser prompt written notice of the occurrence of such damage, destruction or condemnation proceeding. Purchaser shall then have the right, exercisable by giving notice of such decision to Seller within ten (10) Business Days after receiving such written notice from Seller of such damage, destruction or condemnation proceedings, to terminate this Agreement, in which case neither party shall have any fire further rights or other casualty to obligations hereunder and the Property costing more than One Hundred Thousand Dollars Deposit ($100,000.00) to repair and occurring between the Effective Date and the Closing Extension Fee, if paid by Purchaser), together with interest thereon, shall be returned to Purchaser; provided, however, that in no event shall the Closing Date be extended by reason thereof. If Purchaser elects within such ten (10) Business Day period to accept the Total Assets in their then condition, after deducting all reasonable expenses of which Seller has knowledgeactually incurred in repairing damage, if any, all proceeds of insurance (other than any business interruption insurance applicable to periods prior to the Transfer Time) or Seller's share of any such condemnation awards (but exclusive of awards for business interruption applicable for periods prior to the Transfer Time) or any claim against a third party believed to be responsible for loss or damage shall be paid or assigned to Purchaser at Closing with no reduction in the Assets Purchase Price or Gaming Assets Purchase Price. IfIn the event that, prior to Closing, there is damage to the Property is Total Assets, or any single component of the Total Assets, which does not constitute material damage (as described in section 18.2 hereof) Purchaser shall not have the right to terminate the Agreement by reason thereof and Seller will pay to Purchaser at Closing the cost of all repairs or replacements (unless Seller shall have elected to repair or replace all damaged or destroyed property to Purchaser's reasonable satisfaction prior to Closing). Any payment to be made by fire Seller shall be based on any bids or other casualty which is fully insured (without regard advice from one or more qualified contractor, architect or engineer reasonably acceptable to deductibles) Purchaser and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party Seller. In the event of condemnation Purchaser shall not have the right to terminate this Agreement by reason thereof and the Closing all condemnation awards payable to Seller by reason thereof shall take place without abatement of the Purchase Price, but Seller shall assign be paid to Purchaser at Closing with no reduction in the Closing all Asset Purchase Price. In the event of Seller’s interest in any insurance proceeds (except use and occupancy insurancea condemnation, rent loss and business interruption insurance, and any similar insurance, attributable Purchaser shall have the right to pursue additional damages or an additional award from the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)condemning authority.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire In the event that the Premises should be totally destroyed by fire, tornado or other casualty or in the event the Premises or the Building should be so damaged that rebuilding or repairs cannot be completed within 180 days after the date of such damage, either Landlord or Tenant may at its option terminate this lease by delivering written notice thereof to the Property costing more than One Hundred Thousand Dollars other party within twenty ($100,000.0020) to repair and occurring between days following such damage, in which event the Effective Date and rent shall be abated during the Closing Date unexpired portion of which Seller has knowledgethis lease effective with the date of such damage. If, prior to Closing, In the Property is event the Premises should be damaged by fire fire, tornado or other casualty which is fully insured (without regard covered by Landlord's insurance, but only to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than such extent that rebuilding or repairs can be completed within 180 days to repairafter the date of such damage, then or if the damage should be more serious but neither party shall have the right Landlord nor Tenant elects to terminate this Agreement by reason thereof lease, in either such event Landlord shall within thirty (30) days after the date of such damage commence to rebuild or repair the Premises and shall proceed with reasonable diligence to restore the Closing shall take place without abatement of Premises and Building to substantially the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest same condition in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made which they were immediately prior to the Closing Datehappening of the casualty, plus Seller except that Landlord shall credit not be required to rebuild, repair or replace any part of the amount furniture, equipment, fixtures and other improvements, except Tenant improvements made by Landlord, which may have been placed by Tenant or other tenants within the Building or the Premises, or related facilities. In the event that the Premises are totally untenantable, Landlord shall xxxxx the rent during the time Premises are unfit for occupancy. If the Premises are not totally untenantable, Landlord shall allow Tenant a fair diminution of rent during the time the Premises are partially unfit for occupancy. In the event any deductibles mortgagee under any policies related a deed of trust, security agreement or mortgage elects pursuant to such a right granted therein that insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to rebuild and this lease shall terminate upon notice to Tenant which shall be given promptly to Tenant after Landlord has been notified by mortgage. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Purchase Price together with any amount not covered by insurance. If any such damage due Project or to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto Premises shall be released of all further obligations hereunder with respect to for the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount sole benefit of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price party carrying such insurance and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate under its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)sole control.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire In the event that the Building should be totally destroyed by fire, tornado or other casualty to or in the Property costing more than One Hundred Thousand Dollars event the Premises or the Building should be so damaged that rebuilding or repairs cannot be completed within one hundred twenty ($100,000.00120) to repair and occurring between days after the Effective Date and date of such damage, Landlord or Tenant may at its option terminate this lease, in which event the Closing Date rent shall be abated during the unexpired portion of which Seller has knowledgethis lease effective with the date of such damage. If, prior to Closing, In the Property is event the Building or the Premises should be damaged by fire fire, tornado, or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement covered by reason thereof and the Closing shall take place without abatement of the Purchase PriceLandlord's insurance, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related only to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire extent that rebuilding or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars repairs can be completed within one hundred twenty ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10120) days after Seller has given Purchaser the notice date of damage or casualty referred to in this Section 7.1such damage, or on if the Closing Date, whichever is earlier, in which case the parties hereto shall damage should be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser serious but Landlord does not elect to terminate its obligations under this Agreement pursuant lease, in either such event Landlord shall within thirty (30) days after the date of such damage commence to rebuild or repair the Building and/or the Premises and shall proceed with reasonable diligence to restore the Building and/or Premises to substantially the same condition in which it was immediately prior to the immediately preceding sentencehappening of the casualty, except that Landlord shall not be required to rebuild, repair, or if replace any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repairpart of the furniture, then the Closing shall take place as provided hereinequipment, fixtures, and other improvements which may have been placed by Tenant or other Tenants within the Purchase Price Building or the Premises. Landlord shall allow tenant a fair diminution of rent during the time the Premises are unfit for occupancy. In the event any mortgagee under a deed of trust, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to rebuild and this lease shall terminate upon notice to Tenant. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be reduced by for the estimated amount to repair sole benefit of the party carrying such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)insurance and under its sole control.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductibledeductible plus any amount not covered by insurance. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice If all or part of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property Leased Premises is damaged rendered untenantable by damage from fire or other casualty which is fully insured in Prime Lessor's reasonable opinion cannot be substantially repaired (employing normal construction methods without regard to deductiblesovertime or other premium) under applicable laws and would cost less than Five Hundred Thousand Dollars governmental regulations within ($500,000.0060 days for 1 year lease, 90 days for 3 year lease, 120 days for 5 year lease) and require less than 180 days to repair, then neither party shall have from the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement date of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, then either Prime Lessor or Subtenant may elect to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Sublease Agreement as of the date of such casualty by written notice given delivered to Seller within the other not later than ten (10) days after Seller has given Purchaser the notice of such determination is given by Prime Lessor. If in Prime Lessor's reasonable opinion the damage caused by the fire or casualty referred can be substantially repaired (employing normal construction methods without overtime or other premium) under applicable laws and governmental regulations within (60 days for 1 year lease, 90 days for 3 year lease, 120 days for 5 year lease) from the date of the fire or other casualty, or if neither party exercises its right to terminate under the previous sentence, Prime Lessor shall, but only to the extent that insurance proceeds are available for such purpose, repair such damage, other than damage to furniture, furnishings, equipment, trade fixtures or other personal property which does not belong to the Prime Lessor, all of which shall be repaired or replaced forthwith by Subtenant at its own expense. During any period of restoration, the Rent payable by Subtenant shall be proportionately reduced to the extent that the Leased Premises are thereby rendered untenantable from the date of casualty until substantial completion by Prime Lessor of the repairs to the Leased Premises (or the part thereof rendered untenantable) or until Subtenant again uses the Leased Premises (or the part thereof rendered untenantable) in its business, whichever first occurs. Notwithstanding anything to the contrary in this Section 7.1paragraph 28.1, if all or a substantial part (whether or not including the Leased Premises) of the Center is rendered untenantable by damage from fire or other casualty to such a material extent that in the opinion of Prime Lessor the Center must be totally or partially demolished, whether or not to be reconstructed in whole or in part, Prime Lessor may elect to terminate this Sublease Agreement as of the date of the casualty (or on the Closing Date, whichever is earlier, in which case date of notice if the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged Leased Premises are unaffected by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00such casualty) or more to repair, then Purchaser may terminate this Agreement by written notice given delivered to Seller within ten Subtenant not more than sixty (1060) days after Seller has given Purchaser the notice date of damage the fire or casualty or on the Closing Datecasualty. Except as set forth above in this paragraph 28.1, whichever is earlier, in which case the parties hereto there shall be released no reduction or abatement of all further obligations hereunderrent and neither Prime Lessor nor Tenant shall have any liability to Subtenant by reason of any injury to or interference with Subtenant's business or property arising from fire or other casualty, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentencehowever caused, or if from the making of any uninsured fire repairs resulting therefrom in or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then any portion of the Closing shall take place as provided herein, and Center or the Purchase Price shall be reduced Leased Premises by the estimated amount Subtenant or Prime Lessor. An election to repair such casualty, the Leased Premises hereunder shall not to exceed Five Hundred Thousand Dollars ($500,000.00)extend the Lease Term.

Fire or Other Casualty. Seller agrees 14.1 In the event of damage to give Purchaser prompt notice or destruction of any fire the Premises or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged Building caused by fire or other casualty which (“Event of Casualty”), Landlord shall, within sixty (60) days after the Event of Casualty, provide Tenant with a good faith estimate of the time required to repair such damage to the Premises or the Building, as the case may be. If, in Landlord’s reasonable judgment, the damage is fully insured of such nature or extent that (without regard 1) more than two hundred-ten (210) days after the Event of Casualty would be required (with normal work crews and normal work hours) to deductiblesrepair and restore the Premises or the Building, or (2) and would cost less than Five Hundred Thousand Dollars one ($500,000.001) year remains on the then current Term of this Lease and require less more than 180 ninety (90) days after the Event of Casualty would be required (with normal work crews and normal work hours) to repairrepair and restore the Premises or the Building, then neither party the Premises or the Building, as the case may be, shall have be deemed “substantially damaged.” If the right Premises or the Building are deemed “substantially damaged,” Landlord may elect to terminate this Agreement Lease by reason thereof giving Tenant written notice of such termination within ninety (90) days after the Event of Casualty. In addition, if the Premises or the Building are deemed “substantially damaged,” and the Closing shall take place without abatement if as a result of the Purchase Pricesame the Premises are rendered untenantable for the Permitted Use, but Seller then Tenant may elect to terminate this Lease by giving Landlord written notice of such termination within fifteen (15) days after receipt from Landlord of the estimated period of repair and restoration. If either party elects to terminate this Lease as set forth above, then the Term of this Lease shall assign to Purchaser at expire thirty (30) days after the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurancedate such written notice is given, rent loss and business interruption insuranceBase Rent, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller charges on account of any such fire or other casualtyTaxes and Operating Expenses, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released equitably abated from the date of all further obligations hereunder the Event of Casualty for any portion of the Premises that is unusable (and unused) by Tenant, and Tenant shall thereafter vacate the Premises and surrender the same to Landlord in accordance with respect to the Property except those which expressly survive a termination terms, covenants and conditions of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Lease.

Fire or Other Casualty. Seller agrees If the Building or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to give Purchaser prompt notice of any Landlord. In case the Building shall be so damaged by fire or other casualty that substantial alteration or reconstruction of the Building shall, in Landlord's sole opinion, be required, Landlord may, at its option, terminate this Lease and the term and estate hereby granted by notifying Tenant in writing of such termination within thirty (30) days after the date of such damage, in which event the rent hereunder shall be abated as of the date of such damage. If Landlord does not elect to terminate this Lease or if, in Landlord's sole opinion, substantial alteration or reconstruction of the Building is not required, Landlord shall repair and restore the Building to substantially the same condition in which it was immediately prior to the Property costing happening of the casualty, except that Landlord shall not be required to rebuild, repair or replace any part of Tenant's furniture or furnishings or of fixtures and equipment owned or removable by Tenant under the provisions of the Lease. Notwithstanding the foregoing, Landlord's obligation to restore the Building shall not require Landlord to expend for such repair and restoration work more than One Hundred Thousand Dollars ($100,000.00) the insurance proceeds actually received by the Landlord as a result of the casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair and occurring between thereof. If any other portion of the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property Building is damaged by fire or other casualty which is fully insured (without regard resulting from the fault or negligence of Tenant or any of Tenant's agents, employees or invitees, the rent hereunder shall not be diminished and Tenant shall be liable to deductibles) and would Landlord for the cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at repair and restoration of the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, Building caused thereby to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount cost and expense is not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)proceeds.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductibledeductible plus any amount not covered by insurance. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. In the event of such termination, the Exxxxxx Money shall be refunded by the Escrow Agent to Purchaser. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees If the Premises or the Buildings shall be destroyed or materially damaged and Landlord is unable to give Purchaser prompt notice restore the Premises or the Buildings to an acceptable condition within a reasonable amount of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairtime, then neither either party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement Lease by written notice given to Seller the other within ten thirty (1030) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount occurrence of the insured loss casualty, and this Lease shall terminate as of the date of the casualty. If neither party terminates this Lease, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair the Premises or the time required for repairsBuilding, as the Closing case may be, and this Lease shall take place without abatement continue in full force and effect. If the casualty is due wholly or in part to an act or omission of Tenant or Tenant’s agents, employees, invitees or contractors, Tenant shall pay to Landlord any deductible under Landlord’s insurance policies. Notwithstanding the Purchase Price and at Closing Seller shall assign to Purchaser foregoing, if any Holder requires that the insurance proceeds and grant be used to Purchaser retire a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentencedebt, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repairLessor should terminate a Master Lease as a result of any such casualty, then Landlord may elect not to rebuild and this Lease shall terminate upon delivery to Tenant of a notice to that effect. Landlord’s obligation to rebuild and repair under this Paragraph 17 shall in all events be limited to restoring the Closing Premises to substantially the condition same were in immediately preceding the casualty, excluding all signs, fixtures, equipment or furniture of Tenant and any alterations, additions or improvements to the Premises made by Tenant, whether prior to or after the Commencement Date. Tenant agrees that promptly after completion of such work by Landlord, Tenant shall take place proceed with reasonable diligence and at its sole cost and expense to rebuild, repair and restore all signs, furniture, equipment, fixtures and other improvements which may have been placed by Tenant within the Premises. Provided that the casualty did not occur by reason of any negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or contractors, Landlord shall allow Tenant a diminution of Basic Rental during the time the Premises are unfit for occupancy, which diminution shall be based upon the proportion of square feet which are unfit for occupancy to the total square feet in the Premises. Except as provided hereinhereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. Tenant shall be responsible for obtaining fire and extended coverage insurance for full replacement cost upon all improvements and fixtures installed in the Premises at Tenant’s expense, if any, and the Purchase Price shall be reduced by contents of the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Premises.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any 11.01 Damage by fire or other casualty to the Property costing more than One Hundred Thousand Dollars Building and to the core and shell of the Premises ($100,000.00i.e., exterior Building walls, core Building walls and doors, Premises demising walls, utility risers, elevators and other Building facilities serving the Premises), (excluding the tenant improvements and betterments and Tenant’s personal property) shall be repaired at the expense of Landlord (“Landlord’s Restoration Work”), but without prejudice to the rights of subrogation, if any, of Landlord’s insurer to the extent not waived herein. Landlord shall not be required to repair and occurring between or restore any of Tenant’s property or any alteration, installation or leasehold improvement made in and/or to the Effective Date and the Closing Date of which Seller has knowledgePremises. If, prior as a result of such damage to Closingthe Building or to the core and shell of the Premises, the Property Premises are rendered untenantable, the Rent shall xxxxx in proportion to the portion of the Premises not usable by Tenant from the date of such fire or other casualty until Landlord’s Restoration Work is damaged substantially completed. Landlord shall not be liable to Tenant for any delay in performing Landlord’s Restoration Work, Tenant’s sole remedy being the right to an abatement of Rent, as provided above. Tenant shall cooperate with Landlord in connection with the performance by Landlord of Landlord’s Restoration Work. If the Premises are rendered wholly untenantable by fire or other casualty which is fully insured and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged that Landlord shall decide to demolish it or not to rebuild it (without regard to deductibleswhether or not the Premises have been damaged), Landlord may within ninety (90) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any after such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by cause give written notice given to Seller within Tenant of its election that the term of this Lease shall automatically expire no less than ten (10) days after Seller has such notice is given Purchaser provided that Landlord shall have canceled leases covering at least seventy-five (75%) percent of the notice office space in the Building pursuant to which it may, under such circumstances, exercise a right of termination. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or casualty referred other casualty, and to the extent that such insurance is in this Section 7.1force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of recovery against the other or on the Closing Date, whichever is earlier, in which case the parties hereto any one claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be released in force only if both releasors’ insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also, provided that such a policy can be obtained without additional premiums. Tenant hereby expressly waives the provisions of all further obligations hereunder with respect to Section 227 of the Real Property except those which expressly survive a termination Law and agrees that the foregoing provisions of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing Article shall take place without abatement of the Purchase Price govern and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, control in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)lieu thereof.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any 11.01 Damage by fire or other casualty to the Property costing more than One Hundred Thousand Dollars Building and to the core and shell of the Premises ($100,000.00excluding the tenant improvements and betterments and Tenant’s personal property) shall be repaired at the expense of Landlord (“Landlord’s Restoration Work”),. Landlord shall not be required to repair and occurring between or restore any of Tenant’s property or any alteration, installation or leasehold improvement made in and/or to the Effective Date and the Closing Date of which Seller has knowledgePremises. If, prior as a result of such damage to Closingthe Building or to the core and shell of the Premises, the Property Premises are rendered untenantable or inaccessible, the Rent shall xxxxx in proportion to the portion of the Premises not usable by Tenant from the date of such fire or other casualty until Landlord’s Restoration Work is damaged substantially completed. Landlord shall not be liable to Tenant for any delay in performing Landlord’s Restoration Work, Tenant’s sole remedy being the right to an abatement of Rent, as provided above. Tenant shall cooperate with Landlord in connection with the performance by Landlord of Landlord’s Restoration Work. If the Premises are rendered wholly untenantable by fire or other casualty which is fully insured and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged that Landlord shall decide to demolish it or not to rebuild it (without regard to deductibleswhether or not the Premises have been damaged), Landlord may within ninety (90) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any after such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by cause give written notice given to Seller within Tenant of its election that the term of this Lease shall automatically expire no less than ten (10) days after Seller has given Purchaser such notice is given, provided that Landlord shall also terminate leases covering more than fifty (50%) percent of the notice rentable square feet of office space in the Building. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or casualty referred to in this Section 7.1other casualty, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. Tenant hereby expressly waives the provisions of Section 227 of the Real Property except those which expressly survive a termination Law and agrees that the foregoing provisions of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing Article shall take place without abatement of the Purchase Price govern and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, control in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)lieu thereof.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any 11.01 Damage by fire or other casualty to the Property costing more than One Hundred Thousand Dollars Building and to the core and shell of the Premises ($100,000.00excluding the Landlord’s Work (as defined in Article 22), Alterations, tenant improvements and betterments and Tenant’s personal property) shall be repaired at the expense of Landlord (“Landlord’s Restoration Work”), but without prejudice to the rights of subrogation, if any, of Landlord’s insurer to the extent not waived herein. Landlord shall not be required to repair and occurring between or restore any of the Effective Date and Landlord’s Work, Tenant’s property or any alteration, installation or leasehold improvement made in and/or to the Closing Date of which Seller has knowledgePremises. If, prior as a result of such damage to Closingthe Building or to the core and shell of the Premises, the Property Premises are rendered untenantable, the Rent shall xxxxx in proportion to the portion of the Premises not usable by Tenant from the date of such fire or other casualty until Landlord’s Restoration Work is damaged substantially completed. Landlord shall not be liable to Tenant for any delay in performing Landlord’s Restoration Work, Tenant’s sole remedy being the right to an abatement of Rent, as provided above. Tenant shall cooperate with Landlord in connection with the performance by Landlord of Landlord’s Restoration Work. If the Premises are rendered wholly untenantable by fire or other casualty which is fully insured and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged that Landlord shall decide to demolish it or not to rebuild it (without regard to deductibleswhether or not the Premises have been damaged), Landlord may within ninety (90) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any after such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by cause give written notice given to Seller within Tenant of its election that the Term of this Lease shall automatically expire no less than ten (10) days after Seller has given Purchaser such notice is given. Upon any termination of the notice of damage or casualty referred Lease under this Article 11, Tenant shall pay to in this Section 7.1Landlord, or on the Closing Date, whichever is earlier, in which case the parties hereto all insurance proceeds Tenant shall be released of all further obligations hereunder entitled to with respect to Landlord’s Work, any Alterations, improvements or changes in the Premises. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasors’ insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also, provided that such a policy can be obtained without additional premiums. Tenant hereby expressly waives the provisions of Section 227 of the Real Property except those which expressly survive a termination Law and agrees that the foregoing provisions of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing Article shall take place without abatement of the Purchase Price govern and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, control in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)lieu thereof.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than One Hundred Ten Thousand Dollars ($100,000.0010,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) and require less than 180 120 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) or require more than 180 120 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductibledeductible plus any amount not covered by insurance. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire If the Building is totally destroyed by fire, tornado or other casualty or if the Premises or the Building should be so damaged that rebuilding or repairs cannot be completed within one hundred eighty (180) days after the date of such damage, Landlord may at its option terminate this Lease by written notice to Tenant, in which event the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between Rent shall be abated during the Effective Date and unexpired portion of this Lease effective from the Closing Date date of which Seller has knowledgesuch damage. If, prior to Closing, If the Property is Building or the Premises are damaged by fire fire, tornado or other casualty which is fully insured covered by Landlord's insurance, but only to such extent that rebuilding or repairs can be completed within one hundred eighty (without regard 180) days after the date of such damage, or if the damage should be more serious but Landlord does not elect to deductiblesterminate this Lease, in either such event Landlord shall commence rebuilding or repairing within ninety (90) days after the date of such damage and would cost shall proceed with reasonable diligence to restore the Building and/or Premises to not less than Five Hundred Thousand Dollars substantially the same condition in which it was immediately prior to the related casualty, and from the date of such casualty until the date Landlord has completed such restoration, Rent shall xxxxx in such proportion as the Premises have been made untenantable. If Landlord elects to rebuild or repair the Building and/or Premises as provided herein, but Landlord fails to substantially complete said restoration or repair within twelve ($500,000.0012) and require less than 180 days to repairmonths after the date of such damage, then neither party Tenant shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within Lease upon ten (10) days after Seller has given Purchaser days' prior written notice thereof to Landlord. Landlord shall not be required, however, to rebuild, repair or replace any part of the notice of damage furniture, equipment, fixtures and other improvements which may have been placed by Tenant or casualty referred to in this Section 7.1, or other tenants within the Building on the Closing Date, whichever is earlier, in which case the parties hereto Premises. There shall be released a fair diminution of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or Rent during the time required the Premises are unfit for repairsoccupancy. If, following casualty of any magnitude, any mortgagee under a deed to secure debt, security agreement or mortgage on the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser Building should require that the insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to rebuild and grant this Lease shall terminate upon notice to Purchaser a credit Tenant. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against the Purchase Price equal loss or damage to the amount Building or to the Premises shall be for the sole benefit of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured party carrying such insurance and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate under its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)sole control.

Fire or Other Casualty. Seller agrees If the Premises or the Building shall be destroyed or materially damaged and Landlord is unable to give Purchaser prompt notice restore the Premises or the Building to an acceptable condition within a reasonable amount of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairtime, then neither either party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement Lease by written notice given to Seller the other within ten thirty (1030) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount occurrence of the insured loss casualty, and this Lease shall terminate as of the date of the casualty. If neither party terminates this Lease, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair the Premises or the time required for repairsBuilding, as the Closing case may be, and this Lease shall take place without abatement continue in full force and effect. If the casualty is due wholly or in part to an act or omission of Tenant or Tenant’s agents, employees, invitees or contractors, Tenant shall pay to Landlord any deductible under Landlord’s insurance policies. Notwithstanding the Purchase Price and at Closing Seller shall assign to Purchaser foregoing, if any Holder requires that the insurance proceeds and grant be used to Purchaser retire a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentencedebt, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repairLessor should terminate a Master Lease as a result of any such casualty, then Landlord may elect not to rebuild and this Lease shall terminate upon delivery to Tenant of a notice to that effect. Landlord’s obligation to rebuild and repair under this Paragraph 17 shall in all events be limited to restoring the Closing Premises to substantially the condition same were in immediately preceding the casualty, excluding all signs, fixtures, equipment or furniture of Tenant and any alterations, additions or improvements to the Premises made by Tenant, whether prior to or after the Commencement Date. Tenant agrees that promptly after completion of such work by Landlord, Tenant shall take place proceed with reasonable diligence and at its sole cost and expense to rebuild, repair and restore all signs, furniture, equipment, fixtures and other improvements which may have been placed by Tenant within the Premises. Provided that the casualty did not occur by reason of any act or omission of Tenant or Tenant’s agents, employees, invitees or contractors, Landlord shall allow Tenant a diminution of Basic Rental during the time the Premises are unfit for occupancy, which diminution shall be based upon the proportion of square feet which are unfit for occupancy to the total square feet in the Premises. Except as provided hereinhereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. Tenant shall be responsible for obtaining fire and extended coverage insurance for full replacement cost upon all improvements and fixtures installed in the Premises at Tenant’s expense, if any, and the Purchase Price shall be reduced by contents of the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Premises.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice Tenant shall promptly notify Landlord of any damage to the Premises resulting from fire or any other casualty to casualty. If the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Premises shall be damaged by fire or other casualty which is fully insured (without regard casualty, Landlord shall promptly and diligently, subject to deductibles) reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and would cost less than Five Hundred Thousand Dollars ($500,000.00) subject to all other terms of this Article 12, restore the base building and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement its common areas exclusive of the Purchase PriceLeasehold Improvements. Such restoration shall be to substantially the same condition prior to the casualty, but Seller except for modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building or any other modifications to the common Areas deemed desirable by Landlord, provided that access to the Premises and any common restrooms serving the Premises shall not be materially impaired. Upon the occurrence of any damage to the Premises, upon notice (the “Landlord Repair Notice") to Tenant from Landlord, Tenant shall assign to Purchaser Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant's insurance required under item (2) of Section 11 (A) above of this Lease, and Landlord shall repair any injury or damage to the Leasehold Improvements installed in the Premises and shall return such Tenant Improvements and Original Improvements to their original condition; provided that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repair of the damage. In the event that Landlord does not deliver the Landlord Repair Notice within sixty (60) days following the date the casualty becomes known to Landlord, Tenant shall, at its sole cost and expense, repair any injury or damage to the Closing Leasehold Improvements and shall return such Leasehold Improvements to their original condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord's review and approval, all of Seller’s interest plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any insurance proceeds (except use and occupancy insuranceway from such damage or the repair thereof; provided, rent loss and business interruption insurancehowever, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any if such fire or other casualtycasualty shall have damaged the Premises or a portion thereof or Common Areas necessary to Tenant's occupancy, then Landlord shall allow Tenant a proportionate abatement of Rent during the time and to the extent and in the proportion that the Premises or such proceeds have portion thereof are unfit for occupancy for the purposes permitted under this Lease, and are not been previously expended or are otherwise required to reimburse Seller for actual expenditures occupied by Tenant as a result thereof, provided that such abatement of restoration made prior Rent shall be allowed only to the Closing Dateextent Landlord is reimbursed from the proceeds of rental interruption insurance purchased by Landlord as part of Operating Expenses; provided further, plus Seller shall credit however, if the amount of any deductibles under any policies related to such proceeds damage or destruction is due to the Purchase Price together with negligence or willful misconduct of Tenant or any amount not covered by insurance. If any such damage due to fire of its agents, employees, contractors, invitees or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repairguests, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto Tenant shall be released of all further obligations hereunder with respect to the Property except those responsible for any reasonable, applicable insurance deductible (which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunderpayable to Landlord upon demand) and there shall be no rent abatement. In the event that Landlord shall not deliver the Landlord Repair Notice, except those which expressly survive a termination of this Agreement. If Purchaser does not elect Tenant's right to terminate its obligations under this Agreement rent abatement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) sentence shall terminate as of the date which is reasonably determined by Landlord to repair, then be the Closing shall take place as provided herein, and date Tenant should have completed repairs to the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Premises assuming Tenant used reasonable due diligence in connection therewith.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire If the Leased Premises or other casualty to the Property costing more than One Hundred Thousand Dollars Complex ($100,000.00or a portion of) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is are damaged or destroyed in whole or in part by fire or other casualty during the term of this Lease hereof, the Landlord will repair and restore the same to good tenantable condition with reasonable dispatch. If the Leased Premises (a) by reason of such occurrence is rendered wholly untenable, or (b) should be damaged as a result of a risk which is fully insured not covered by Landlord’s insurance, or (without regard to deductiblesc) and would cost should be damaged in whole or in part during the last two (2) years of the Lease term or if the Lease term is less than Five Hundred Thousand Dollars two ($500,000.002) years, Tenant, at Landlord’s sole option, shall vacate and require less than 180 days surrender the Leased Premises to repairLandlord, then neither party at Landlord’s sole option, and Rent herein provided for shall have xxxxx entirely in case the right entire Leased Premises are untenantable and pro rata for the portion rendered untenantable, in case a part only is untenantable, until the same shall be restored to terminate this Agreement by reason a tenantable condition; provided, however, that if the Tenant fails to adjust its own insurance or to remove its damaged goods, wares, equipment or property within a reasonable time, and as a result thereof the repairing and the Closing restoration is delayed, there shall take place without be no abatement of Rent during the Purchase Price, but Seller shall assign to Purchaser at the Closing all period of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurancesuch resulting delay, and any similar insurance, attributable to the period preceding the Closing Date) providing further that may there shall be payable to Seller on account no abatement of any Rent if such fire or other casualtycause damaging or destroying the Leased Premises shall result from the negligence or willful act of the Tenant, its employees, officers, agents, guests, invitees, licensees, assignees, subtenants, equipment suppliers or legal representatives or any other person claiming by or under Tenant. In the event Landlord elects to repair the damage insurable under Landlord’s policies, any abatement of Rent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises has been repaired. Further, if the Tenant shall use any part of the Leased Premises or Complex for storage during the period of repair, a reasonable charge shall be made therefor against the Tenant, provided further that in case the Leased Premises, or the building of which they are a part, shall be destroyed to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior more than one-half of the value thereof, the Landlord may at its option terminate this Lease forthwith by a written notice to the Closing Date, plus Seller shall credit Tenant. Landlord will retain all insurance proceeds from the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. The Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which the Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 sixty (60) days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but the Seller shall assign to Purchaser at the Closing all of the Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to the Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse the Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require sixty (60) days or more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to the Seller within ten (10) days after the Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.18.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing the Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductibledeductible plus any amount not covered by insurance. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to the Seller within ten (10) days after the Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire In the event the Building should be totally ---------------------- destroyed by fire, tornado or other casualty to or in the Property costing event the Premises or the Building should be so damaged that rebuilding or repairs cannot be completed within one hundred eighty (180) days after the date of such damage, Landlord or Tenant may at its option terminate this Lease, in which event the Rent shall be abated during the unexpired portion of this Lease effective from the date of such damage, or if the damage should be more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then serious but neither party shall have the right Landlord nor Tenant elects to terminate this Agreement by reason thereof Lease, in either such event Landlord shall within ninety (90) days after the date of such damage commence to rebuild or repair the Building and/or Premises and shall proceed with reasonable diligence to restore the Closing shall take place without abatement of Building and/or Premises to not less than substantially the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest same condition in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made which it was immediately prior to the Closing Datehappening of the casualty except that Landlord shall not be required to rebuild, plus Seller shall credit repair or replace any part of the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered furniture, equipment, fixtures and other improvements which may have been placed by insurance. If any such damage due to fire Tenant or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller tenants within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or Building on the Closing DatePremises. Landlord shall allow Tenant a fair diminution of Rent during the time the Premises are unfit for occupancy, whichever is earlier, in which case on the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount basis of the insured loss or the time required for repairs, the Closing shall take place without abatement portion of the Purchase Price and at Closing Seller shall assign Premises which is unfit for occupancy. In the event any mortgagee under a deed to Purchaser secure debt, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to rebuild and grant this Lease shall terminate upon notice to Purchaser a credit Tenant. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against the Purchase Price equal loss or damage to the amount Building or to the Premises shall be for the sole benefit of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured party carrying such insurance and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate under its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)sole control.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of If the leased premises or any part thereof shall be damaged by fire or other casualty casualty, Tenant shall give prompt written notice thereof to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between Landlord. In case the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is leased premises shall be so damaged by fire or other casualty that destruction is fifty percent (50%) or more in value of the leased premises or in the event of any mortgagee under a mortgage or deed of trust covering the leased premises should require that the insurance proceeds payable as a result of said fire or other casualty be used to retire the mortgage debt, Landlord may, at its option, terminate this lease and the term and estate hereby granted by notifying Tenant in writing of such termination within sixty (60) days after the date of such damage, in which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party event the rent hereunder shall have be abated as of the right date of such damage. If Landlord does not thus elect to terminate this Agreement by reason thereof lease, Landlord shall within seventy-five (75) days after the date of such damage commence to repair and restore the Closing leased premises and shall take place without abatement proceed with reasonable diligence to restore the leased premises (except that Landlord shall not be responsible for delays outside its control) to substantially the same condition in which it was immediately prior to the happening of the Purchase Pricecasualty, but Seller except that Landlord's obligation to restore the leased premises shall assign be limited to Purchaser at the Closing amount of available insurance proceeds payable to Landlord (and Tenant agrees to pay all costs of Seller’s interest such restoration not covered by insurance proceeds) and except that Landlord shall not be required to rebuild, repair, any part of Tenant's Property (as hereinafter defined). Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any insurance proceeds (way from such damage or the repair thereof, except use and occupancy insurancethat, rent loss and business interruption insurance, and any similar insurance, attributable subject to the period preceding provisions of the Closing Date) that may be payable next sentence, Landlord shall allow Tenant a fair diminution of rent during the time and to Seller on account of any such the extent the leased premises are unfit for occupancy. If the leased premises are damaged by fire or other casualtycasualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such damage, and Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of the leased premises caused thereby to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount cost and expense is not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)proceeds.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of If the Leased Premises or any part thereof shall be damaged by fire or other casualty casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Building shall be so damaged by fire or other casualty which is fully insured that substantial alteration or reconstruction of the Building shall, in Master Landlord's sale opinion, be required (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party whether or not the Leased Premises shall have the right to terminate this Agreement been damaged by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to ) or in the extent such event any mortgagee under a mortgage or deed of trust covering the Building should require that the insurance proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures payable as a result of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to said fire or other casualty is insured be used to retire the mortgage debt, Landlord may, at its option, terminate this Lease and would cost the term and estate hereby granted by notifying Tenant in writing of such termination within seventy (70) days after the date of such damage, in which event the Rent hereunder shall be abated as of the date of such damage. Landlord hereby assigns to Tenant all of Landlord's rights pursuant to Paragraph 23 of the Master Lease to have Master Landlord repair all or any portion of the Leased Premises and any part of the Building and/or Common Area that are so damaged by any casualty as to render all or a portion of the Leased Premises unusable. Such repair rights of Tenant shall be subject-to the limitations of Paragraph 23 of the Master Lease. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof; except that during the time and to the extent that the Leased Premises are unfit for occupancy, there shall be a fair diminution of Rent. If the damages are caused by the negligence of Tenant, its agents, servants, employees, contractors, patrons, guests, licensees, or invitees there will be no abatement of Rent and Tenant will be liable for any damages in excess of Five Hundred Thousand Dollars ($500,000.00) the amount paid by insurance proceeds received by Landlord. Any insurance which may be carried by Landlord or require more than 180 days Tenant against loss or damage to repair, then Purchaser may terminate this Agreement by written notice given the Building or to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto Leased Premises shall be released of all further obligations hereunder with respect to for the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount sole benefit of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price party carrying such insurance and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate under its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)sole control.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In case of any fire or other casualty damage to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged Demised Premises by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, Tenant shall promptly give notice thereof to Landlord. In case of damage to the extent such proceeds have not been previously expended Building, the Demised Premises or are otherwise required the Parking Facilities by fire or other casualty, Landlord shall, unless Landlord elects to reimburse Seller for actual expenditures terminate this Lease as described below, and subject to the rights of Landlord's Mortgagees, thereupon undertake the repair and restoration made of: (a) the Building, to substantially the same condition as existed prior to the Closing casualty; provided that Landlord is not obligated to restore any portion of the Building or Parking Facilities not necessary for Tenant's use of the Demised Premises (hereinafter the "Excluded Area"); and (b) the Demised Premises, to substantially the condition in which Landlord was obligated to deliver the Demised Premises to Tenant on the Rental Commencement Date, plus Seller at the expense of Landlord, subject to delays which may arise by reason of adjustment of loss under insurance policies and for delays beyond the reasonable control of Landlord; provided, however, that Landlord shall credit not be obligated to restore the amount Demised Premises if adequate insurance proceeds are not available to Landlord to complete such work. The Minimum Annual Rent payable by Tenant hereunder shall be equitably apportioned during the period of any deductibles under any policies related to such proceeds to Landlord's repair and/or restoration of the Purchase Price together Demised Premises in accordance with any amount not covered by insurancethe portion of the Demised Premises which has been rendered untenantable. If any Landlord elects to make such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars repairs, Tenant shall, within thirty ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (1030) days after Seller has given Purchaser completion by Landlord of such repair and/or restoration, at Tenant's sole cost, and expense, commence to repair or restore the notice remainder of damage the Demised Premises to the condition it was in prior to such fire or casualty referred to in this Section 7.1casualty, or on (which work shall be completed by Tenant within one hundred twenty (120) days of commencement.) In the Closing Date, whichever is earlierevent that Landlord, in which case Landlord's discretion, shall decide not to repair or rebuild the parties hereto shall be released of all further obligations hereunder with respect to Demised Premises, the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss Building or the time required for repairsParking Facilities, the Closing Landlord shall take place without abatement deliver written notice to Tenant of the Purchase Price and at Closing Seller shall assign its election to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller Lease within ten ninety (1090) days after Seller has given Purchaser Landlord is notified of the casualty, and this Lease shall terminate as of the date specified in such notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto date shall not be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less more than Five Hundred Thousand Dollars ninety ($500,000.0090) to repair, then the Closing shall take place as provided hereindays thereafter, and the Purchase Price Rent (taking into account any apportionment as aforesaid) shall be reduced by adjusted to the estimated amount to repair such casualtytermination date, not to exceed Five Hundred Thousand Dollars ($500,000.00)and Tenant shall thereupon promptly vacate the Demised Premises.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In the event that before or during the term of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closingthis Lease, the Property is Premises shall be damaged by fire or other casualty which is fully insured in the opinion of Landlord does not render the Premises or a part thereof untenantable Landlord will, at its option (without regard subject to deductiblesthe other provisions of this Section 8.0), repair the same with reasonable dispatch upon receipt of written notice of the damage from Tenant, and there shall be no abatement of the rent. In the event that before or during the term of this Lease the Premises or the Building shall be damaged by fire or other casualty which in the opinion of the Landlord renders the Building, the Premises or any part of the Building or Premises untenantable, Landlord within twenty (20) and would cost less than Five Hundred Thousand Dollars days of notice of such fire or casualty or of receipt of written notice from Tenant of such damage ($500,000.00whichever shall last occur) and require less than 180 days to repair, then neither party shall have the right to and shall either (i) serve written notice upon Tenant of Landlord's intent to repair said damage or (ii) if in Landlord's opinion said damage renders so much of either of the Premises or of the Building untenantable that repair would not be advisable, serve written notice upon Tenant that this Lease is terminated. If Landlord shall elect to terminate this Agreement Lease aforesaid, such termination shall be effective immediately upon service of such notice by reason thereof Landlord upon Tenant if the term shall not have commenced or on the date specified in such notice if during the term. In the event of such termination the rent shall be apportioned and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable paid up to the period preceding time of such fire or other casualty if the Closing Date) that may be payable Premises are rendered wholly untenantable as aforesaid by such fire or other casualty or up to Seller on account the specified date of any termination if the Premises are not rendered wholly untenantable by such fire or other casualty. Any obligation of Tenant to Landlord for any sum of money due under any provisions of this Lease shall survive any such termination of this Lease by Landlord. If, on the other hand, Landlord shall elect to repair such damage, such repairs shall be commenced within forty-five (45) days of notice to Tenant of such election and the Landlord shall diligently proceed with such restoration. Landlord's obligation to repair or rebuild shall be limited to the extent availability of insurance proceeds. Landlord covenants to maintain sufficient insurance to repair the Building in case such proceeds have not been previously expended or are otherwise required event occurs. During the period of repair the total amount of the rent provided for in Article 2.0 of this Lease shall be reduced to reimburse Seller for actual expenditures of restoration made prior an amount which in Landlord's opinion bears the same ratio to the Closing Date, plus Seller shall credit rent provided for in said Article 2.0 as the amount portion of any deductibles under any policies related to such proceeds the Premises then available for use bears to the Purchase Price together with any amount not covered by insuranceentire Premises. If any Upon completion of such damage due to repair, rental payments shall resume in an manner as if no fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser had occurred. Notwithstanding the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlierforegoing, in which case the parties hereto event that before or during the term of this Lease the Premises or the Building shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or other casualty which is uninsured shall have been occasioned by the act of Tenant or of its servants, agents, visitors, invitees or licensees, (i) there shall be no apportionment or abatement of the rent, (ii) Landlord shall have the right but shall have no obligation to repair the Premises or the Building, and would cost Five Hundred Thousand Dollars ($500,000.00iii) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller Tenant shall reimburse and compensate Landlord within ten five (105) days after Seller has given Purchaser of rendition of any statements to Tenant by Landlord for any expenditures made by Landlord in making any such repairs. Any such actions shall be without prejudice to any other rights and remedies of Landlord and without prejudice to any rights of subrogation of any insurer of Landlord. The other provisions of this Article 8.0 notwithstanding, except for matters caused by the notice negligent act or omission or willful misconduct of damage Landlord or casualty its agents, Landlord shall have no obligation to replace or repair any property in the Building or on the Closing DatePremises belonging to Tenant or to anyone claiming through or under Tenant, whichever is earlier, in nor shall Landlord have any obligation hereunder to replace or repair any property on the Premises which case Landlord may require Tenant to remove from the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Premises.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of If the Building or the Leased Premises or any part thereof are damaged by fire or other casualty casualty, the Landlord will, using all available insurance proceeds, forthwith commence and continue with all reasonable diligence the repair of the same; provided, however, that if the repair of the Building or Leased Premises shall require a period greater than two hundred seventy (270) days to restore, then upon notice given to the Property costing more Tenant not later than One Hundred Thousand Dollars sixty ($100,000.0060) to repair and occurring between days after the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closingcasualty, the Property is Landlord may terminate this Lease as of the date of the casualty and a proportionate part of the Rent paid in advance will be repaid to the Tenant. Notwithstanding any of the foregoing provisions to the contrary, if (a) the Leased Premises are materially damaged by fire or other casualty which is fully insured during the last twelve (without regard to deductibles12) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement months of the Purchase PriceTerm and Tenant has not exercised its Term extension rights under this Lease, but Seller shall assign to Purchaser at or (b) the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or Leased Premises are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered materially damaged by insurance. If any such damage due to fire or other casualty is insured and would cost not restored (including restoration of the leasehold improvements in excess the Leased Premises to the extent initially installed by the Landlord as part of Five Hundred Thousand Dollars the Landlord's Work), within two hundred seventy ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10270) days after Seller has given Purchaser the date of such f ire or casualty, or (c) in the event the damage to the Leased Premises is such that the repair of such will require a period greater than two hundred seventy (270) days, then Tenant shall have the right, exercisable by notice to Landlord delivered within thirty (30) days after the date of damage such f ire or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder (with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars clause ($500,000.00a) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller (c) above) or within ten thirty (1030) days after Seller has given Purchaser the notice expiration of such two hundred seventy (270) day period while f failure to restore the Leased Premises and the leasehold improvements in the Leased Premises persists (with respect to clause (b) above) , to terminate this Lease, effective as of the date of delivery of such notice. With respect to any provision set forth above, if Tenant fails to terminate this Lease within the aforesaid thirty (30) day periods, the Tenant shall be deemed to have waived its rights of termination under this Section 11.01. Any termination by the Tenant under this Article shall be null and void and of no force or effect in the event the Landlord completes the restoration work within forty-five (45) days of the Tenant's termination notice. Until the Leased Premises are restored by the Landlord, there will be an equitable adjustment of the base Rent and all additional rent. The Tenant does hereby expressly waive any right or privilege of termination now granted or created under the provisions of any of the real property laws of the State of Rhode Island or any similar law, rule or regulation now or hereafter in effect relating to the damage or casualty destruction of the Building or on the Closing DateLeased Premises from any cause including, whichever is earlierwithout limitation, in which case the parties hereto shall be released of all further obligations hereunderRhode Island General Laws, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Section 34-18.1-8.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of If any fire Single Property or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property any part thereof is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would which will cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repairrepair as reasonably determined by Buyer, then Purchaser then, in such event, Buyer may terminate this Agreement by written notice given to Seller within given on or before the date (the “Casualty Determination Date”) that is either twenty (20) days following such casualty, or ten (10) days after Seller has given Purchaser following receipt of the notice Lender’s determination regarding the availability of damage or casualty referred to the Restoration Proceeds (as such term is defined in this Section 7.1, or on the Closing DateLoan Agreement), whichever is earlierlater. In the event that Buyer elects to terminate this Agreement pursuant to this Section 5.1, in which case the parties hereto this Agreement shall be released of all no further force and effect and, except for such obligations hereunder with respect to which specifically survive the Property except those which expressly survive a Closing or termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding , neither party shall thereafter have any further obligation under this Agreement, and the amount of Escrow Agent shall immediately return the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal Deposit to the amount of Buyer. If the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may Buyer does not terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repairas provided above, then the Closing shall take place as provided hereinherein provided, and without abatement of the Purchase Price (except as set forth below), and Seller shall assign and transfer to the Buyer at Closing, without warranty or recourse, all of Seller’s right, title and interest to the balance of insurance proceeds paid or payable to Seller on account of such fire or casualty remaining after reimbursement to Seller for the total amount of all reasonable costs and expenses incurred by Seller to make emergency repairs, secure the Property and comply with applicable governmental requirements, or such other reasonable expenses incurred by Seller and approved in advance by Buyer. Seller also shall pay to Buyer the amount of the deductible of any of Seller’s applicable insurance policies. Notwithstanding the foregoing, if the Lender applies, prior to Closing, any portion of the Restoration Proceeds in reduction of the outstanding principal balance of the Loan pursuant to Section 9.04 of the Loan Agreement, Seller shall provide Buyer with a credit in reduction of the Purchase Price at Closing, to be reduced reflected as a reduction in the Loan Assumption Amount, in an amount equal to that portion of the Restoration Proceeds so applied by Lender. After the estimated amount expiration of the Due Diligence Period, unless this Agreement is terminated as provided in this Section 5.1, Seller shall not adjust or settle any loss respecting fire or casualty damage without Buyer’s consent, which consent shall not be unreasonably withheld. Notwithstanding anything to repair such casualtythe contrary set forth in this Section 5.1, if any single Property or any part thereof is damaged by fire or other casualty prior to Closing and the Buyer does not terminate this Agreement as provided above, then Closing shall automatically be extended to exceed Five Hundred Thousand Dollars a date that is the later of fifteen ($500,000.00)15) Business Days after the Casualty Determination Date or the date that Closing would otherwise be required to be held pursuant to Section 9.1 hereof.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any If the Premises or the Building is damaged or destroyed in whole or in part, by fire or other casualty at any time during the Term and if, substantial alteration or reconstruction of the Building shall, in Landlord's opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event there is less than one (1) year of the Term remaining or in the event of any material uninsured loss to the Property costing more than One Hundred Thousand Dollars Building, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within ninety ($100,000.0090) days after the date of such casualty. In addition, either Landlord or Tenant shall have the right to repair and occurring between terminate this Lease within thirty (30) days after the Effective Date date of such damage or destruction if Landlord determines that the restoration or replacement of the damaged or destroyed portion of the Premises or the Building cannot reasonably be expected to be completed within one hundred eighty (180) days after the date of the casualty. If this Lease is not terminated as provided in this Paragraph, Landlord shall promptly commence to restore or replace the damaged or destroyed portions of the Building and the Closing Date of improvements located within the Premises for which Seller has knowledge. If, Landlord had financial responsibility pursuant to the Work Letter Agreement or pursuant to the Existing Lease to substantially the same condition that existed immediately prior to Closingsuch damage or destruction; provided, however, that Landlord shall have no obligation to spend any sums in excess of insurance proceeds actually received in restoring the Property Building and the Premises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall abate Rent during the time and to the extent the Premises are unfit fxx xxcupancy. If the Premises or any other portion of the Building is damaged by fire or other casualty which is fully insured (without regard resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or invitees, Rent shall not be diminished during the repair of such damage and Tenant shall be liable to deductibles) Landlord for the cost of the repair and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have restoration of the right to terminate this Agreement by reason thereof Building and the Closing shall take place without abatement of improvements located within the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable Premises for which Landlord had financial responsibility pursuant to the period preceding Work Letter Agreement or pursuant to the Closing Date) that may be payable to Seller on account of any such fire or other casualty, Existing Lease caused thereby to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount cost and expense is not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)proceeds.

Fire or Other Casualty. Seller agrees 18.1 In the event of damage to give Purchaser prompt notice or destruction of any fire the Premises or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged Building caused by fire or other casualty (“Event of Casualty”), Landlord shall undertake to make repairs and restorations with reasonable diligence, unless this Lease has been terminated by Landlord or Tenant as hereinafter provided, or unless any mortgagee which is fully insured entitled to receive casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the cost of such repairs and restorations. Landlord shall, within forty-five (without regard 45) days after Landlord becomes aware of the Event of Casualty, provide Tenant with a good faith estimate of the time required to deductiblesrepair the damage to the Premises or the Building, as the case may be. If, in Landlord’s reasonable judgment, the damage is of such nature or extent that (a) more than two hundred (270) days after the Event of Casualty would be required (with normal work crews and would cost normal work hours) to repair and restore the Premises or the Building, or (b) less than Five Hundred Thousand Dollars one ($500,000.001) year remains on the then current Lease Term and require less more than 180 ninety (90) days after the Event of Casualty would be required (with normal work crews and normal work hours) to repairrepair and restore the Premises or the Building, then neither party the Premises or the Building, as the case may be, shall have be deemed “substantially damaged.” If the right Premises or the Building are deemed substantially damaged, Landlord may elect to terminate this Agreement Lease by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by giving Tenant written notice given to Seller of such termination within ten sixty (1060) days after Seller has given Purchaser the Event of Casualty. In addition, if the Premises or the Building are substantially damaged, and if as a result of the same the Premises are rendered untenantable for the Permitted Use, then Tenant may elect to terminate this Lease by giving Landlord written notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a such termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars within sixty ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (1060) days after Seller has given Purchaser the notice Event of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this AgreementCasualty. If Purchaser does not elect either party elects to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repairLease as set forth above, then the Closing Lease Term shall take place as provided hereinexpire thirty (30) days after the date such written notice is given, Base Rent and Additional Rent shall be equitably abated in accordance with Section 18.3 below, and Tenant shall thereafter vacate the Purchase Price shall be reduced by Premises and surrender the estimated amount same to repair such casualtyLandlord in accordance with the terms, not to exceed Five Hundred Thousand Dollars ($500,000.00)covenants and conditions of this Lease.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire 10.1 If the Premises should be damaged or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. Ifdestroyed by fire, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire flood or other casualty, Sublessee shall give immediate notice thereof to Sublessor. Should the Premises be totally destroyed, or so damaged that rebuilding or repairs cannot reasonably be completed within ninety (90) days from the date of written notification by Sublessee to Sublessor of the occurrence of the damage, this Sublease shall terminate and rent shall be abated for the unexpired portion of the Sublease, effective as of the date of said written notification. If the Premises shall be damaged, but not to such an extent such proceeds have that rebuilding or repairs cannot been previously expended or are otherwise required reasonably be completed within ninety (90) days from the date of written notification by Sublessee to reimburse Seller for actual expenditures Sublessor of restoration made the occurrence of the damage, this Sublease shall not terminate, but Sublessor shall, if the casualty has occurred prior to the Closing Datefinal six (6) months of the Sublease term, plus Seller shall credit at Sublessor's full cost and risk, proceed forthwith to rebuild or repair the amount of any deductibles under any policies related Premises to substantially the same condition in which they existed prior to such proceeds to the Purchase Price together with any amount not covered by insurancedamage. If the casualty occurs during the final six (6) months of the Sublease term, Sublessor shall not be required, but may, rebuild or repair such damage. If the Premises, whether or not they are to be rebuilt or repaired, remain for any time untenantable in whole or in part following such damage due damage, the rent payable hereunder during the period in which they are untenantable shall be adjusted appropriately. In the event that Sublessor fails to fire complete such rebuilding or other casualty is insured and would cost in excess repair within ninety (90) days from the date of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days written notification by Sublessee to repairSublessor of the occurrence of the damage, then Purchaser may Sublessee may, at its option, terminate this Agreement Sublease by written notice given notification at such time to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1Sublessor, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of whereupon all further rights and obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)cease.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In the event that substantially all of any fire the Premises or Building should be destroyed by fire, tornado or other casualty or in the event the Premises or the Building should be so damaged that rebuilding of repairs cannot, in the reasonable judgment of Landlord be completed within one hundred eighty (180) days after the date of such damage, Landlord and Tenant each may at its option terminate this Lease upon written notice to the Property costing more than One Hundred Thousand Dollars ($100,000.00) other within 30 days after the date of the casualty, in which event, this Lease shall terminate effective as of the date of such damage. Landlord will notify Tenant of the estimated time to repair and occurring between restore within 20 days after the Effective Date and date of the Closing Date of which Seller has knowledgecasualty. If, prior to Closing, In the Property is event the Building or the Premises should be damaged by fire fire, tornado or other casualty which is fully insured (without regard covered by insurance required to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate be carried by Landlord under this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase PriceLease, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related only to such proceeds to extent that rebuilding or repairs can, in the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess reasonable judgment of Five Hundred Thousand Dollars Landlord, be completed within one hundred eighty ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10180) days after Seller has given Purchaser the notice date of damage or casualty referred to in this Section 7.1such damage, or on if the Closing Date, whichever is earlier, in which case the parties hereto shall damage should be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss more serious but Landlord or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser Tenant does not elect to terminate its obligations this Lease, in either such event Landlord shall within 45 days after the date of such damage commence to rebuild or repair the Building and/or the Premises and shall proceed with reasonable diligence to restore the Building and/or Premises to substantially the same condition in which it was immediately prior to the happening of the casualty, except that Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, fixtures and other improvements which may have been placed by Tenant or other tenants within the Building or the Premises. Landlord shall allow Tenant a diminution of all Rent and other charges and sums due under this Agreement pursuant Lease during the time the Premises are unfit for occupancy, which diminution shall be based upon the proportion of square feet which are unfit for occupancy to the immediately preceding sentencetotal square feet in the Premises. In the event any mortgagee under a deed of trust, security agreement or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) mortgage on the Building should require that the insurance proceeds be used to repairretire the mortgage debt, then Landlord, at Landlord’s option, may elect not to rebuild and this Lease shall terminate upon Tenant’s receipt of a notice from Landlord to that effect. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Closing shall take place as provided herein, and Building or to the Purchase Price Premises shall be reduced by for the estimated amount to repair sole benefit of the party carrying such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)insurance and under its sole control.

Fire or Other Casualty. Seller agrees If the Premises or the Building shall be destroyed or materially damaged and Landlord is unable to give Purchaser prompt notice restore the Premises or the Building to an acceptable condition within a reasonable amount of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairtime, then neither either party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement Lease by written notice given to Seller the other within ten thirty (1030) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount occurrence of the insured loss casualty, and this Lease shall terminate as of the date of the casualty. If neither party terminates this Lease, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair the Premises or the time required for repairsBuilding, as the Closing case may be, and this Lease shall take place without abatement continue in full force and effect. If the casualty is due wholly or in part to an act or omission of Tenant or Tenant's agents, employees, invitees or contractors, Tenant shall pay to Landlord any deductible under Landlord's insurance policies. Notwithstanding the Purchase Price and at Closing Seller shall assign to Purchaser foregoing, if any Holder requires that the insurance proceeds and grant be used to Purchaser retire a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentencedebt, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars Lessor should terminate a Master Lease as a result of any such casualty, then Landlord may elect not to rebuild and this Lease shall terminate upon delivery to Tenant of a notice to that effect. Landlord's obligation to rebuild and repair under this Paragraph 17 shall in all events be limited to restoring the Premises ($500,000.00including the Landlord's furniture) to repairsubstantially the condition same were in immediately preceding the casualty, then excluding all signs, fixtures, equipment or furniture of Tenant and any alterations, additions or improvements to the Closing Premises made by Tenant, whether prior to or after the Commencement Date. Tenant agrees that promptly after completion of such work by Landlord, Tenant shall take place proceed with reasonable diligence and at its sole cost and expense to rebuild, repair and restore all signs, furniture, equipment, fixtures and other improvements which may have been placed by Tenant within the Premises. Provided that the casualty did not occur by reason of any act or omission of Tenant or Tenant's agents, employees, invitees or contractors, Landlord shall allow Tenant a diminution of Basic Rental during the time the Premises are unfit for occupancy, which diminution shall be based upon the proportion of square feet which are unfit for occupancy to the total square feet in the Premises. Except as provided hereinhereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. Tenant shall be responsible for obtaining fire and extended coverage insurance for full replacement cost upon all improvements and fixtures installed in the Premises at Tenant's expense, if any, and the Purchase Price shall be reduced by contents of the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Premises.

Fire or Other Casualty. Seller agrees to Section 10.01. If the Demised Premises shall be damaged by fire or other casualty, Tenant shall give Purchaser prompt notice to Landlord of any such damage and Landlord, at Landlord's expense, shall repair such damage. For purposes hereof, damage to the Demised Premises shall be deemed to include instances wherein the Demised Premises have been rendered untenantable or inaccessible on account of a fire or other casualty occurring elsewhere in the Building. However, Landlord shall have no obligation to repair any damage to, or to replace, Tenant's Personal Property or any other property or effects of Tenant. If the entire Demised Premises shall be rendered untenantable by reason of any such damage, the Fixed Rent shall xxxxx for the period from the date of such damage to the Property costing more than One Hundred Thousand Dollars ($100,000.00) date when such damage shall have been repaired, and if only a part of the Demised Premises shall be so rendered untenantable, the Fixed Rent shall xxxxx for such period in the proportion which the area of the part of the Demised Premises so rendered untenantable bears to repair and occurring between the Effective Date and total area of the Closing Date of which Seller has knowledgeDemised Premises. IfHowever, if, prior to Closingthe date when all of such damage shall have been repaired, any part of the Property is Demised Premises so damaged shall be rendered tenantable and shall be used or occupied by Tenant or any person or persons claiming through or under Tenant, then the amount by which the Fixed Rent shall xxxxx shall be equitably apportioned for the period from the date of any such use or occupancy to the date when all such damage shall have been repaired. The provisions of this Article 10 shall be considered an express agreement governing any instance of damage or destruction to the Building or the Demised Premises by fire or other casualty, and any law now or hereafter in force providing for such a contingency in the absence of express agreement shall have no application. Notwithstanding the foregoing provisions of this Section, if, prior to or during the Demised Term, (i) the Demised Premises shall be totally damaged or rendered wholly untenantable by fire or other casualty occurring at such time as less than one (1) year remains in the Demised Term, or (ii) the Building shall be so damaged by fire or other casualty which is fully insured that, in Landlord's opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party whether or not the Demised Premises shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Pricebeen damaged or rendered untenantable), but Seller shall assign to Purchaser at the Closing all of Seller’s interest then, in any insurance proceeds of such events, Landlord, at Landlord's option, may give to Tenant, within ninety (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date90) that may be payable to Seller on account of any days after such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars a thirty ($500,000.0030) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the days' notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect Lease and, in the event such notice is given, this Lease and the Demised Term shall come to proceed to Closing notwithstanding an end and expire (whether or not said term shall have commenced) upon the amount expiration of said thirty (30) days with the insured loss or same effect as if the time required for repairsdate of expiration of said thirty (30) days were the Expiration Date, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto Fixed Rent shall be released apportioned as of all further obligations hereunder, except those which expressly survive a termination such date and any prepaid portion of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if Fixed Rent for any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price period after such date shall be reduced refunded by the estimated amount Landlord to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Tenant.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closingduring the term of this Lease, or any renewal or extension thereof, the Property Building is so damaged by fire or other casualty which is fully insured that the Premises are rendered unfit for occupancy (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairwhether or not the Premises are damaged), then neither party shall have then, at Landlord's option, the right to terminate Term of this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase PriceLease, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by upon written notice from Landlord given to Seller within ten thirty (1030) days after Seller has given Purchaser the notice occurrence of damage or casualty referred to in this Section 7.1such damage, or on shall terminate as of the Closing Datedate of the occurrence of such damage. In such case, whichever is earlier, in which case Tenant shall pay the parties hereto shall be released of all further obligations hereunder with respect rent apportioned to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount time of the insured loss or occurrence of such casualty and Landlord may enter upon and repossess the time required for repairs, the Closing shall take place Premises without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreementnotice. If Purchaser the Premises are unfit for occupancy and if Landlord does not elect to terminate its obligations under the Term of this Agreement pursuant Lease, Landlord will repair the Building and Landlord may enter and possess the Premises for that purpose; while the Tenant is deprived of the Premises, the Fixed Rent and Additional Rent shall be suspended. If the Premises or the Building shall be damaged so that such damage does not render the Premises unfit for occupancy, Landlord will repair whatever portion, if any, of the Premises or of the Building serving the Premises which may have been damaged and Tenant will continue in possession and Fixed Rent and all other charges will be apportioned in proportion to the immediately preceding sentencenumber of square feet of the Premises rendered untenantable. Notwithstanding any other provisions of this Article 11, if any damage is caused by or results from the negligence of Tenant, those claiming under Tenant, or their employees or invitees, respectively, rent shall not be suspended or apportioned and Tenant shall pay, as additional rent upon demand, the reasonable cost of any repairs, made or to be made, of such damage and of any restorations, made or to be made, as a result of such damage. Notwithstanding anything to the contrary above, if any uninsured fire such casualty was not caused by the negligence or casualty would cost less than Five Hundred Thousand Dollars willful misconduct of Tenant and Landlord is unable to substantially repair the Premises within ninety ($500,000.0090) to repairdays of the occurrence of the casualty, then Tenant may terminate this Lease prior to the Closing shall take place as provided herein, and substantial repair of the Purchase Price shall be reduced by the estimated amount Premises upon thirty (30) days written notice to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Landlord.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any 11.01 Damage by fire or other casualty to the Property costing more than One Hundred Thousand Dollars Building and to the core and shell of the Premises ($100,000.00excluding the tenant improvements and betterments and Tenant's personal property) shall be repaired with due diligence at the expense of Landlord (“Landlord's Restoration Work”), but without prejudice to the rights of subrogation, if any, of Landlord's insurer to the extent not waived herein. Landlord shall not be required to repair and occurring between or restore any of Tenant's property or any alteration, installation or leasehold improvement made in and/or to the Effective Date and the Closing Date of which Seller has knowledgePremises. If, prior as a result of such damage to Closingthe Building or to the core and shell of the Premises, the Property Premises are rendered untenantable, the rent shall axxxx in proportion to the portion of the Premises not usable by Tenant from the date of such fire or other casualty until Landlord' s Restoration Work is damaged substantially completed. Landlord shall not be liable to Tenant for any delay in performing Landlord's Restoration Work, Tenant's sole remedy being the right to an abatement of Rent, as provided above. Tenant shall cooperate with Landlord in connection with the performance by Landlord of Landlord's Restoration Work. If the Premises are rendered wholly untenantable by fire or other casualty which is fully insured and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged that Landlord shall decide to demolish it or not to rebuild it (without regard to deductibleswhether or not the Premises have been damaged), Landlord may within ninety (90) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any after such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by cause give written notice given to Seller within Tenant of its election that the term of this Lease shall automatically expire no less than ten (10) days after Seller has given Purchaser such notice is given. Notwithstanding the notice foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of damage recovery against the other or casualty referred to in this Section 7.1, any one claiming through or on the Closing Date, whichever is earlier, in which case the parties hereto under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be released in force only if both releasers' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also, provided that such a policy can be obtained without additional premiums. Tenant hereby expressly waives the provisions of all further obligations hereunder with respect to Section 227 of the Real Property except those which expressly survive a termination Law and agrees that the foregoing provisions of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing Article shall take place without abatement of the Purchase Price govern and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, control in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)lieu thereof.

Fire or Other Casualty. Seller agrees to shall give Purchaser Buyer prompt ---------------------- notice of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) 100,000.00 to repair and occurring between the Effective Date of this Agreement and the Closing Date of which Seller has knowledgeClosing. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) to an extent as would not cost more than $5,000,000.00 and would cost less not take longer than Five Hundred Thousand Dollars six ($500,000.006) and require less than 180 days months to repair, and if the holders of the existing Mortgage and Mezzanine Loans will permit insurance proceeds to be used to repair and restore the Property, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Pricepurchase price, but Seller shall assign to Purchaser Buyer at the Closing all of Seller’s 's interest in any insurance proceeds (except use and occupancy insuranceonly, rent loss and business interruption insurance, and any similar insurance, insurance attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount purchase price, to the extent such deductibles or insurance proceeds have not covered by insurancebeen previously expended or are otherwise required to reimburse Owner for actual expenditures of restoration. If any such damage due to fire or other casualty is insured and is to such an extent as would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days $5,000,000.00 or would take longer than six (6) months to repair, then Purchaser or if such holders will not permit insurance proceeds to be used to repair and restore the Property then, at Buyer's option, Buyer may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser and the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto Escrow Deposit shall be released of all further obligations hereunder with respect returned to the Property except those which expressly survive a termination of this AgreementBuyer. Should Purchaser Buyer nevertheless elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairsClosing, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the Buyer all of Seller's interest in any insurance proceeds (except only, rent loss and grant to Purchaser a credit against the Purchase Price equal business interruption insurance, and any similar insurance, in each case, attributable to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on period preceding the Closing Date, whichever is earlier, in which case the parties hereto shall ) that may be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).payable

Fire or Other Casualty. Seller agrees If the Premises or the Building shall be destroyed or materially damaged and Landlord is unable to give Purchaser prompt notice restore the Premises or the Building to an acceptable condition within a reasonable amount of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairtime, then neither either party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement Lease by written notice given to Seller the other within ten thirty (1030) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount occurrence of the insured loss casualty, and this Lease shall terminate as of the date of the casualty. If neither party terminates this Lease, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair the Premises or the time required for repairsBuilding, as the Closing case may be, and this Lease shall take place without abatement continue in full force and effect. If the casualty is due wholly or in part to an act or omission of Tenant or Tenant's agents, employees, invitees or contractors, Tenant shall pay to Landlord any deductible under Landlord's insurance policies. Notwithstanding the Purchase Price and at Closing Seller shall assign to Purchaser foregoing, if any Holder requires that the insurance proceeds and grant be used to Purchaser retire a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentencedebt, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repairLessor should terminate a Master Lease as a result of any such casualty, then Landlord may elect not to rebuild and this Lease shall terminate upon delivery to Tenant of a notice to that effect. Landlord's obligation to rebuild and repair under this Paragraph 17 shall in all events be limited to restoring the Closing Premises to substantially the condition same were in immediately preceding the casualty, excluding all signs, fixtures, equipment or furniture of Tenant and any alterations, additions or improvements to the Premises made by Tenant, whether prior to or after the Commencement Date. Tenant agrees that promptly after completion of such work by Landlord, Tenant shall take place proceed with reasonable diligence and at its sole cost and expense to rebuild, repair and restore all signs, furniture, equipment, fixtures and other improvements which may have been placed by Tenant within the Premises. Provided that the casualty did not occur by reason of any act or omission of Tenant or Tenant's agents, employees, invitees or contractors, Landlord shall allow Tenant a diminution of Basic Rental during the time the Premises are unfit for occupancy, which diminution shall be based upon the proportion of square feet which are unfit for occupancy to the total square feet in the Premises. Except as provided hereinhereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. Tenant shall be responsible for obtaining fire and extended coverage insurance for full replacement cost upon all improvements and fixtures installed in the Premises at Tenant's expense, if any, and the Purchase Price shall be reduced by contents of the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Premises.

Fire or Other Casualty. Seller agrees In case of damage to give Purchaser prompt notice of any the Demised Premises or damages to the Building specifically caused by the Tenant or its agents or invitees by fire or other casualty casualty, Tenant shall give immediate notice thereof to Landlord. Subject to the Property costing rights of any mortgagee of Landlord's estate, Landlord may, at its option thereupon undertake the repair and restoration of the Demised Premises or the Building to substantially the same condition as existed prior to the casualty, at the expense of the Tenant, subject to the delays which may arise by reason of adjustment of loss under insurance policies and for delays beyond the reasonable control of Landlord. In the event the damage shall be such that Landlord reasonably determines that it cannot be repaired within ninety (90) days from the date of such damage, Landlord may at its option either (a) by written notice to Tenant given within sixty (60) days after Landlord is notified of the casualty, terminate this Lease as of a date specified in such notice (which shall not be more than One Hundred Thousand Dollars ninety ($100,000.0090) days after the occurrence as aforesaid) and the Rent (taking into account any abatement) shall be adjusted to the termination date and Tenant shall thereupon promptly vacate the Demised Premises, or (b) restore the Building and/or Demised Premises with reasonable promptness in which event Rent shall equitably xxxxx. Notwithstanding the foregoing, Tenant may cancel this Lease by delivering written notice to Landlord in the event that the Landlord elects to repair the Demised Premises and occurring between such repairs are not substantially complete within 110 days of the Effective Date and occurrence of the Closing Date damage. Landlord shall pursue all claims it has with insurance companies as a result of which Seller has knowledge. If, prior to Closing, the Property is damaged any loss by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place manner as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Landlord deems appropriate.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice Tenant shall keep all of any its trade fixtures and personal property at the Premises at Tenant’s risk and shall be insured against loss by fire or and other casualty to casualties at Tenant’s sole expense. If the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to ClosingCompo Beach Pavilion Space, the Property Halfway House or the Xxxxxxxxx Pavilion Space is partially damaged by fire or other casualty, the damage shall be repaired by the Town at the Town’s expense and the rent, until such repairs are completed, shall be abated in proportion to the percentage of the Premises that Tenant is unable to use while repairs are being made. If the Pavilion at Compo Beach, the Halfway House or the Xxxxxxxxx Pavilion is totally destroyed or the casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairresults in the whole Compo Beach Pavilion Space, Halfway House or Xxxxxxxxx Pavilion Space being unusable by the Tenant, then neither the Town may elect not to repair or rebuild the destroyed or damaged building, provided that the Town shall make that decision and deliver Notice to Tenant within four (4) months. If the Town elects not to repair or rebuild the Pavilion at Compo Beach, the Halfway House or the Xxxxxxxxx Pavilion, then either party shall have the right may elect to terminate this Agreement by reason thereof and the Closing shall take place without abatement Lease with respect to any or all of the Purchase PriceCompo Beach Pavilion Space, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to Halfway House or the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insuranceXxxxxxxxx Pavilion Space. If any such damage due a party elects to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder Lease with respect to the Property except those which expressly survive Compo Beach Pavilion Space, the Halfway House and the Xxxxxxxxx Pavilion Space, then this Lease shall be terminated effective on the third (3rd) day after the party delivers Notice to the other party and Tenant shall vacate the Premises and surrender possession to Town as soon as reasonably possible. If either party elects to terminate this Lease with respect to the destroyed or damaged building (i. e., the Compo Beach Pavilion Space, the Halfway House or the Xxxxxxxxx Pavilion Space) but not the other buildings, then the rent due under this Lease shall be adjusted proportionately, provided that either party may terminate this Lease if an agreement on the rent adjustment is not reached within one (1) month after delivery of a termination of letter specifying a dollar amount as the party’s last and final offer. If this Agreement. Should Purchaser elect Lease is terminated with respect to proceed the Compo Beach Pavilion Space, the Halfway House or the Xxxxxxxxx Pavilion Space pursuant to Closing notwithstanding this Paragraph and Tenant is not in default under this Lease, then Tenant’s liability for rent with respect to the amount Compo Beach Pavilion Space, the Halfway House or the Xxxxxxxxx Pavilion Space, as applicable, shall cease as of the insured loss or day following the time required for repairscasualty. Notwithstanding anything in this Lease to the contrary, the Closing Town’s obligation to make repairs or rebuild the Premises shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal be limited to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by available proceeds of fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant insurance paid to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then Town on account of the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees to shall give Purchaser Buyer prompt notice of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) 100,000.00 to repair and occurring between the Effective Date date of this Agreement and the Closing Date of which Seller has knowledgeClosing. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) to an extent as would not cost (as to the damaged property) more than $8,000,000.00 and would cost less not take longer than Five Hundred Thousand Dollars six ($500,000.006) and require less than 180 days months to repair, and if the holders of the existing loans to Seller permit insurance proceeds to be used to repair and restore the Property, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser Buyer at the Closing all of Seller’s interest in any insurance proceeds (except use only, rent loss and occupancy business interruption insurance, and any similar insurance attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price to the extent such deductibles or insurance proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration. If any such damage due to fire or other casualty is insured and is to such an extent as would cost more than $8,000,000.00 or would take longer than six (6) months to repair, or if such holders will not permit insurance proceeds to be used to repair and restore the Property then, at Buyer’s option, Buyer may terminate this Agreement and the Escrow Deposit shall be returned to Buyer. Should Buyer nevertheless elect to proceed to Closing, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Buyer all of Seller’s interest in any insurance proceeds (except only, rent loss and business interruption insurance, and any similar insurance, in each case, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus and Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser Buyer a credit against the Purchase Price equal to the amount of the applicable deductible, to the extent such deductibles or insurance proceeds have not been previously expended or are otherwise required to reimburse Owner for actual expenditures of restoration. If, prior to Closing, any the Property is damaged by fire or other casualty which is uninsured and would cost Five Hundred Thousand Dollars more than $8,000,000.00 to repair or would take longer than six ($500,000.006) or more months to repair, then Purchaser then, at Buyer’s option, Buyer may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser and the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto Escrow Deposit shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreementreturned to Buyer. If Purchaser Buyer does not elect to terminate its obligations under this Agreement pursuant with respect to such uninsured casualty in the immediately preceding sentence, or if any uninsured fire or casualty would not cost less more than Five Hundred Thousand Dollars $8,000,000.00 to repair and would not take longer than six ($500,000.006) months to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, casualty not to exceed Five Hundred Thousand Dollars (such $500,000.00)8,000,000.00.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of 21.1 Should the Premises (or any fire part thereof) be damaged or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged destroyed by fire or other casualty which is fully insured (without regard under the standard fire and casualty insurance policy with approved standard extended coverage endorsement applicable to deductibles) the Premises, Landlord shall, except as otherwise provided herein, and would cost less than Five Hundred Thousand Dollars ($500,000.00) to the extent it recovers proceeds from such insurance, repair and/or rebuild the same with reasonable diligence. Landlord's obligation hereunder shall be limited to the building and require less than 180 days improvements originally provided by Landlord at the Commencement Date of the term of this Lease. Landlord shall not be obligated to repair, then neither party shall have the right rebuild or replace any property belonging to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in Tenant or any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable improvements to the period preceding Premises furnished by Tenant. If there should be a substantial interference with the Closing Date) that may be payable operation of Tenant's business in the Premises as a result of such damage or destruction which requires Tenant to Seller on account of any such fire or other casualtytemporarily close its business to the public, the Rent shall abatx xxx only to the extent such of the proceeds have not been previously expended or are otherwise required actually received by Landlord under its rent insurance policy. Unless this Lease is terminated by Landlord as hereinafter provided, Tenant shall, at its cost and expense, repair, restore, redecorate and refixture the Premises and restock the contents thereof in a manner and to reimburse Seller for actual expenditures of restoration made at least a condition equal to that existing prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due or destruction, except for the building and improvements to fire or other casualty is insured be reconstructed by Landlord as above set forth, and would cost the proceeds of all insurance carried by Tenant on the property, decorations and improvements' as well as fixtures and contents in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days the Premises shall be held in trust by Tenant for such purposes. Tenant agrees to repair, then Purchaser may terminate this Agreement by written notice given to Seller commence such work within ten (10) days after Seller has given Purchaser the notice date of such damage or casualty referred destruction or the date Landlord completes any reconstruction required to in this Section 7.1, or on be completed by it pursuant to the Closing Dateabove, whichever date is earlierlater, in which case the parties hereto and Tenant shall diligently pursue such work to its completion. Tenant further agrees that all such work required of it shall be released done within a period of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars sixty ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (1060) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever it is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect required to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair commence such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)work.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice The parties hereto mutually agree that if any time during the Term the Leased Premises or any portion of any the Building are partially (mom than 20% of replacement cost) or totally- destroyed by fire or other casualty covered by the fire and extended coverage insurance, the Lessor may, at its option, upon written notice to the Property costing more than One Hundred Thousand Dollars Lessee, delivered within sixty ($100,000.0060) days after such occurrence, elect either (i) to promptly repair and occurring restore the Leased Premises and the Building, as soon as it. is reasonably practicable, to substantially the same conditions in which the Leased Premises and the Building were before such damage, or (ii) to terminate the Lease with such termination to be effective on the date of such fire or other casualty; provided, however in the event Lessee has occupied and conducted business on the Leased Premises during the interim between the Effective Date fire or other casualty and the Closing Date delivery of which Seller has knowledge. If, prior to Closingthe written notice, the Property is termination will be effective on the date Lessee last occupied and. conducted business on the Leased Premises. In the event the Leased Premises are completely destroyed or so damaged by fire or other casualty which covered by the fire and extended coverage insurance to be carried by Lessor under the terms hereof that it cannot reasonably be used by Lessee for the purposes herein provided and this Lease is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairnot, terminated as above provided, then neither party there shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without be a total abatement of rent until the Purchase Price, but Seller shall assign to Purchaser at Leased Premises are made usable. In the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to event the period preceding the Closing Date) that may be payable to Seller on account of any such Leased Premises are substantially destroyed or damaged by fire or other casualtyhazard so that the Leased Premises can be only partially used by Lessee for the purposes herein provided, then there shall be a partial abatement in the rent corresponding to the time and extent to which the Leased Premises cannot be used by Lessee. If the Leased Premises shall be damaged by fire or other casualty resulting from the fault or negligence of Lessee, or the agents employees, licensees, or invitees of Lessee, then, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any , such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price repaired by and at Closing Seller shall assign to Purchaser the insurance proceeds expense of Lessee, under the direction and grant to Purchaser a credit against the Purchase Price equal to the amount supervision of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided hereinLessor, and the Purchase Price rent shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)continue without abatement.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In case of any fire or other casualty damage to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged Premises by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, Lessee shall give prompt notice to Lessor, and following the settlement of the insurance claim Lessee shall cause the damage to be repaired with reasonable promptness. Lessor shall have no obligation to repair or rebuild. Regardless of whether the Premises are rendered untenantable, the rent shall not be abated. In the event the damage to the extent Premises shall be extensive and substantial, Lessee may elect not to repair or rebuild. Lessee shall notify Lessor in writing of Lessee's decision not to repair or rebuild within sixty days from the date of such proceeds have not been previously expended or are otherwise required damage and this Lease shall, at Lessee's option, terminate as of the date of such notice, with the same effect as if such date were the date herein fixed as the expiration date of this Lease; provided, however, that upon such termination Lessee shall be responsible for payment to reimburse Seller for actual expenditures Lessor of restoration the scheduled price, as set forth on Exhibit "C" attached hereto and made prior to a part hereof, as of the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related date closest to such termination date, less any insurance proceeds to the Purchase Price together with any amount not covered received by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder Lessor with respect to the Property except those which expressly survive Premises and not paid over to Lessee, and Lessee shall receive from Lessor a termination of this Agreement. Should Purchaser elect special warranty deed to proceed to Closing notwithstanding the amount Premises in exchange for such payment of the insured loss or the time required for repairs, scheduled price (and the Closing of title shall take place without abatement be governed by the provisions of the Purchase Price and at Closing Seller shall assign Paragraph 14 above as if Lessee had exercised its option to Purchaser the purchase). Lessor will not carry insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire kind on any of Lessee's furniture or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty furnishings or on the Closing Dateany fixtures, whichever is earlierequipment, in which case the parties hereto shall be released other improvements, property or appurtenances of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations Lessee under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing Lease and Lessor shall take place as provided herein, and the Purchase Price shall not be reduced by the estimated amount obligated to repair such casualty, not any damage thereto or to exceed Five Hundred Thousand Dollars ($500,000.00)replace the same.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than One Hundred Twenty-Five Thousand Dollars ($100,000.0025,000) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less not more than Five Hundred Thousand Dollars ($500,000.00500,000) and require less than 180 days to repair, then neither party shall have the right to terminate its 8665334v.12 obligations under this Agreement to purchase or sell the Property by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to insurance for the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Daterestoration, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurancePrice. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00500,000) or require more than 180 days to repair, then Purchaser may terminate its obligations under this Agreement to purchase the Property by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.18.1, or on the Closing Date, whichever is earlier, in which case the entire Deposit shall be promptly returned to Purchaser and the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or other casualty which is uninsured and would cost more than Five Hundred Thousand Dollars ($500,000.00500,000) or more to repair, then Purchaser may terminate its obligations under this Agreement to purchase the Property by written notice given to the Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the entire Deposit shall be promptly returned to Purchaser and the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. Notwithstanding the preceding sentence, if the estimated amount to repair such uninsured casualty is not more than Five Hundred Thousand Dollars ($500,000) but more than One Hundred Thousand Dollars ($100,000), Seller, at its option, may elect to provide Purchaser with a credit to the Purchase Price at Closing for the estimated amount to repair such casualty, such estimate to be subject to Purchaser’s approval in its commercially reasonable judgment, in which event Purchaser shall proceed to Closing and the Purchase Price shall be reduced by the estimated amount to repair such casualty. If Purchaser does not elect to terminate its obligations under this Agreement pursuant with respect to the immediately preceding sentencean uninsured casualty as aforesaid, or if any uninsured fire or casualty would cost less not more than Five One Hundred Thousand Dollars ($500,000.00100,000) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five One Hundred Thousand Dollars ($500,000.00100,000).

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice If at any time during the Term of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closingthis Lease, the Property is Leased Premises or a substantial portion of the Building shall be damaged or destroyed by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repaircasualty, then neither party Landlord shall have the right right, by giving Tenant written notice thereof at any time within thirty (30) days after the occurrence of such damage or destruction, to terminate this Agreement by reason thereof Lease or elect to repair and reconstruct the Leased Premises and the Closing Building to substantially the same condition in which they existed immediately prior to such damage or destruction. If Landlord elects to repair and restore the Leased Premises and the Building (a) this Lease shall take place without abatement continue in full force and effect and such repairs and restoration shall be made within a reasonable time thereafter, subject to delays arising from the shortages of labor or material, acts of God, or other conditions beyond Landlord's control, (b) the Purchase Price, but Seller Rental and Additional Rental shall assign xxxxx proportionately during any period in which and to Purchaser at the Closing all extent the Leased Premises are not reasonably fit for use by Tenant in the ordinary conduct of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insuranceits business, and any similar insurance, attributable (c) the Term of this Lease shall be extended by a period of time equal to the period preceding during which the Closing Date) that may be payable to Seller on account Leased Premises is not reasonably fit for use by Tenant as a result of any such fire or other casualty. In the event this Lease is terminated as herein permitted, (x) Landlord shall refund to Tenant the prepaid unaccrued Rental and Additional Rental, if any, less any sums then owing to Landlord by Tenant, or Tenant shall pay all Rental, Additional Rental and other sums owed to Landlord by Tenant, up to the extent date of such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures termination, as the case may be, and (y) the date of restoration made prior to termination shall be the Closing Date, plus Seller shall credit date of the amount occurrence of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days giving rise to repair, then Purchaser may terminate this Agreement by written notice given Landlord's right to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)terminate.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to 8.1 If the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Premises shall be partially damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairunder the insurance policies described in Article VII, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement upon Landlord's receipt of the Purchase Priceinsurance proceeds, but Seller shall assign to Purchaser at Landlord shall, except as otherwise provided herein, repair and restore the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable same to the period preceding extent required to return the Closing Date) that may be payable Premises to Seller on account of any such fire or other casualtythe condition in which the same were initially delivered to Tenant by Landlord; limited, however, to the extent such of the insurance proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered received in hand by insuranceLandlord therefor. If by reason of such occurrence: (a) the Premises are damaged in whole or in part during the last year of the Term (or at any such damage due time during any renewal term); or (c) the building within the Premises is damaged to fire or other casualty is insured and would cost in excess an extent that the same cannot be restored within six (6) months from the date of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repairthe casualty, then Purchaser in any of such events, Landlord may elect either to repair the damage as aforesaid, or terminate this Agreement Lease by written notice of termination given to Seller Tenant within ten one hundred eighty (10180) days after Seller has given Purchaser the date of such occurrence, and thereupon this Lease shall terminate with the same force and effect as though the date set forth in Landlord's said notice were the date herein fixed for the expiration of damage or casualty referred the Term and Tenant shall immediately vacate and surrender the Premises to in this Section 7.1, or on Landlord. Upon the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding Lease as aforesaid, Tenant's liability for the amount Rent shall cease as of the insured loss or earlier of (a) the time required for repairs, the Closing shall take place without abatement effective date of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations Lease, or (b) if the Premises is rendered unfit for occupancy for the purposes permitted under this Agreement pursuant Lease on account of such casualty, as of the date Tenant vacates the Premises as a result thereof. Unless this Lease is terminated by Landlord as aforesaid, this Lease shall remain in full force and effect, and (a) Landlord shall restore the building to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars condition in which it existed as of the Election Date; and ($500,000.00b) to Tenant shall repair, then restore or replace Tenant's improvements, trade fixtures and contents in the Closing shall take place as provided hereinPremises and all other work done to the Premises by Tenant in a manner and to at least a condition equal to that existing prior to their damage or destruction, and the Purchase Price proceeds of all insurance carried by Tenant on said property shall be reduced held in trust by Landlord for the estimated amount to repair purpose of such casualtyrepair, not to exceed Five Hundred Thousand Dollars ($500,000.00)restoration or replacement.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In the event that substantially all of any fire the Building should be destroyed by fire, tornado or other casualty or in the event the Premises or the Building should be so damaged that rebuilding of repairs cannot, in the reasonable judgment of Landlord be completed within one hundred eighty (180) days after the date of such damage, Landlord may at its option terminate this Lease by written notice to Tenant within sixty (60) days after the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between occurrence of such casualty, in which event, this Lease shall terminate effective as of the Effective Date and date of such damage. In the Closing Date of which Seller has knowledge. If, prior to Closing, event the Property is Building or the Premises should be damaged by fire fire, tornado or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement covered by reason thereof and the Closing shall take place without abatement of the Purchase PriceLandlord's insurance, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related only to such proceeds to extent that rebuilding or repairs can, in the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess reasonable judgment of Five Hundred Thousand Dollars Landlord, be completed within one hundred eighty ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10180) days after Seller has given Purchaser the notice date of damage or casualty referred to in this Section 7.1such damage, or on if the Closing Date, whichever is earlier, in which case the parties hereto shall damage should be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser serious but Landlord does not elect to terminate its obligations under this Agreement pursuant Lease, in either such event Landlord shall within thirty (30) days after the date of such damage commence to rebuild or repair the Building and/or the Premises and shall proceed with reasonable diligence to restore the Building and/or Premises to substantially the same condition in which it was immediately prior to the immediately preceding sentencehappening of the casualty, except that Landlord shall not be required to rebuild, repair or if replace any uninsured fire part of the furniture, equipment, fixtures and other improvements which may have been placed by Tenant or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) other tenants within the Building or the Premises. Landlord shall allow Tenant a diminution of Basic Rental during the time the Premises are unfit for occupancy, which diminution shall be based upon the proportion of square feet which are unfit for occupancy to repairthe total square feet in the Premises. In the event any mortgagee under a deed of trust, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire the mortgage debt, then Landlord, at Landlord's option, may elect not to rebuild and this Lease shall terminate upon Tenant's receipt of a notice from Landlord to that effect within sixty (60) days after the Closing shall take place occurrence of the casualty. Except as provided hereinhereinafter provided, and any insurance which may be carried by Landlord or Tenant against loss or damage to the Purchase Price Building or to the Premises shall be reduced by for the estimated amount to repair sole benefit of the party carrying such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)insurance and under its sole control.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice If, during the term of this Lease, or any renewal or extension thereof, the Building is so damaged by fire or other casualty that the Premises are rendered unfit for occupancy (whether or not the Premises are damaged), then, at Landlord’s option, the Term of this Lease upon written notice from Landlord given within thirty (30) days after the occurrence of such damage, shall terminate as of the date of the occurrence of such damage. In the event Landlord elects not to terminate this Lease pursuant to the Property costing more than One Hundred Thousand Dollars ($100,000.00) previous sentence, Landlord shall provide Tenant with good faith estimate of the time needed to repair such damage within sixty (60) days of such damage occurring. If the time to repair the damage exceeds two hundred and occurring between seventy (270) days, Tenant shall have the Effective Date right to terminate the Lease as of the date of the occurrence of the damage. In the event of termination by either party, Tenant shall pay the rent apportioned to the time of such termination and Landlord may enter upon and repossess the Closing Date Premises without further notice. If neither Landlord nor Tenant elects to terminate the Term of this Lease, Landlord, subject to reasonable delays for insurance adjustments and to delays caused by matters beyond Landlord’s reasonable control, will repair whatever portion, if any, of the Premises or of the Building serving the Premises which Seller has knowledge. If, prior to Closingmay have been damaged and Landlord may enter and possess the Premises for that purpose; while the Tenant is deprived of the Premises, the Property Fixed Rent shall be suspended in proportion to the number of square feet of the Premises rendered untenantable. If the Premises or the Building shall be damaged so that such damage does not render the Premises unfit for occupancy, Landlord will repair whatever portion, if any, of the Premises or of the Building serving the Premises which may have been damaged and Tenant will continue in possession and rent will not be apportioned or suspended. Notwithstanding any other provisions of this Article 11, (a) if any damage is caused by or results from the gross negligence of Tenant, those claiming under Tenant, or their employees or invitees, respectively, rent shall not be suspended or apportioned and Tenant shall pay, as additional rent upon demand, the cost of any repairs, made or to be made, of such damage and of any restorations, made or to be made, as a result of such damage, (b) Landlord shall have no duty to repair or replace any personal property, or any of Tenant’s fixtures or equipment or any alterations, improvements or decorations made by Tenant, or any Tenant Improvements or TI Work, (c) Landlord shall have no liability to Tenant for, and Tenant shall not be entitled to terminate this Lease by virtue of, any delays in completion of repairs and (d) Landlord or Tenant shall have the right to terminate this Lease upon giving written notice to the other party at any time within thirty (30) days after the date of the damage if the Premises is damaged by fire or other casualty which is fully insured during the last twelve (without regard to deductibles12) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairmonths of the Term unless Tenant, then neither party shall have having the right to terminate renew the Term pursuant to an express provision contained in this Agreement by reason thereof and Lease, has effectively extended the Closing shall take place without abatement Term for a term in excess of one (1) year following the occurrence of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees to Wyndham shall give Purchaser prompt notice of any fire or other casualty to the a Property costing more than One Hundred Fifty Thousand Dollars ($100,000.0050,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller Owner or Wyndham has knowledge. If, prior to Closing, the a Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and to an extent as would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairnot have a Material Adverse Effect on the affected Property, then neither no party shall have the right to terminate its obligations under this Agreement with respect to such affected Property by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller Owner and Operating Lessee (or its Affiliate who is the insured) shall assign to Purchaser at the Closing all of SellerOwner’s and Operating Lessee’s (or such Affiliate’s) interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to insurance for the period preceding the Closing Date) that may be payable to Seller Owner or Operating Lessee (or such Affiliate) on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller Owner or Operating Lessee (or such Affiliate) for actual expenditures of restoration made prior to the Closing Daterestoration, plus Seller Owner shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount Price, to the extent such deductibles have not covered by insurancebeen previously expended or are otherwise required to reimburse Owner or Operating Lessee (or such Affiliate) for actual expenditures of restoration. If any such damage due to fire or other casualty is insured and is to such an extent as would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repairhave a Material Adverse Effect on the affected Property, then Purchaser then, at Purchaser’s option, such affected Property may terminate be excluded from this Agreement by written notice given and, subject to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1Price Threshold Termination Option, or on the Closing Date, whichever is earlier, in which case the parties hereto Purchase Price shall be released of all further obligations hereunder with respect to reduced by the Property except those which expressly survive a termination of this AgreementApplicable Reduction. Should Purchaser nevertheless elect to proceed to Closing with respect to such affected Property, notwithstanding the amount of the insured loss or the time required for repairsloss, the Closing shall take place without abatement of the Purchase Price and at Closing Seller Owner and Operating Lessee (or its applicable Affiliate who is the insured) shall assign to Purchaser the all of Owner’s and Operating Lessee’s (or such Affiliate’s) interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, in each case, for the period proceeding the Closing Date) that may be payable to Owner or Operating Lessee (or such Affiliate) on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or otherwise required to reimburse Owner for actual expenditures of restoration and Owner shall grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible, to the extent such deductible has not been previously expended or is otherwise required to reimburse Owner or Operating Lessee (or such Affiliate) for actual expenditures of restoration. If, prior to Closing, any Property is damaged by fire or other casualty which is uninsured and would cost Five Hundred Thousand Dollars (more than $500,000.00) or more 500,000.00 to repair, then Purchaser then, at Purchaser’s option, such affected Property may terminate be excluded from this Agreement and, subject to the Price Threshold Termination Option, the Purchase Price shall be reduced by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or Applicable Reduction. If the uninsured casualty or would not have a Material Adverse Effect on the affected Property but the estimated amount to repair such casualty is more than $500,000.00, Owner, at its option, may elect to provide Purchaser with a credit to the Purchase Price at Closing Datefor the estimated amount to repair such casualty (as mutually determined by Purchaser and Owner in good faith, whichever is earlierprovided, that if Purchaser and Seller fail to agree upon such estimate then such estimate shall be determined by an architect or engineer, as appropriate, designated by Owner and reasonably acceptable to Purchaser), in which case event Purchaser shall proceed to Closing and the parties hereto Purchase Price shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreementreduced by the estimated amount to repair such casualty. If Purchaser does not elect to terminate its obligations under this Agreement pursuant exclude such affected Property with respect to the immediately preceding sentencean uninsured casualty as aforesaid, or if any uninsured fire or casualty would cost less not more than Five Hundred Thousand Dollars ($500,000.00) 500,000.00 to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the such estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees From and after the Delivery Date, if any or all of the Premises shall be damaged or destroyed by fire or other casualty, Tenant shall forthwith proceed to give Purchaser prompt notice repair such damage and restore the Premises to substantially their condition at the time of such damage or, at Tenant's option, Tenant shall repair, rebuild and restore the Premises in accordance with such plans and specifications as are then generally in use by Tenant for the construction of Tenant's prototypical stores and related structures so long as the repaired, rebuilt or replaced Premises will have a value not less than its value just prior to said loss, except Tenant, at its sole cost and expense, shall repair and restore whatever fixtures, equipment and other personalty it had installed prior to the damage or destruction. Notwithstanding the foregoing, if the Premises shall be "substantially damaged" (as hereinafter defined) or destroyed by fire or other casualty at any time during the Lease Term, then Tenant shall have the right to terminate this Lease. If there shall be a fire or other casualty to the Property costing more than One Hundred Thousand Dollars Landlord's Retail Facility ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire whether same shall be partially or other casualty which is fully insured (without regard to deductiblessubstantially damaged) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairLandlord does not rebuild Landlord's Retail Facility, then neither either party shall have the right to terminate this Agreement by reason thereof and Lease. In the Closing case of damage or destruction to Landlord's Retail Facility, Landlord shall take place without abatement provide Tenant written notice within a reasonable time as to whether it intends to rebuild Landlord's Retail Facility. In connection with any termination right hereunder, each party agrees to give the other party written notice of termination not later than sixty (60) days after such damage or destruction (or in the case of damage or destruction to Landlord's Retail Facility, Tenant shall provide such notice to Landlord within sixty (60) days of Tenant's receipt of Landlord's written notice as to whether Landlord intends to rebuild). Upon such termination, the parties shall be relieved of all liability hereunder except for indemnities that specifically survive termination or expiration of the Purchase PriceLease. The term "substantially damaged" as used in this Article, but Seller shall assign to Purchaser at mean that the Closing all Premises or the rest of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding improvements on the Closing Date) that may be payable to Seller on account of any such fire or other casualty, Real Property have been damaged to the extent that the cost of restoration of the Premises and/or the rest of the improvements on the Real Property (as the case may be) will exceed a sum constituting fifty percent (50%) of the total replacement cost of the Premises or the improvements on the Real Property (as the case may be). Should the Lease be terminated pursuant to this section, then Landlord shall be entitled to all insurance proceeds and right of recovery against insurers covering damage. Rent and all other charges specified in this Lease shall be abated or reduced proportionately during any period in which, by reason of such proceeds have not been previously expended damage or are otherwise destruction, there is interference with the operation of the business of Tenant in the Premises, having due regard to the extent to which Tenant may be required to reimburse Seller discontinue its business in the Premises, and such abatement or reduction shall continue for actual expenditures the period commencing with such destruction or damage and ending with the completion of restoration made prior to such work of repair and/or restoration. In the Closing Date, plus Seller shall credit event of the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement Lease pursuant to the immediately preceding sentencethis Article 10, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided hereinthis Lease, and the Purchase Price Lease Term, shall cease and come to an end as of the date of such damage or destruction. Any Rent or other charges paid in advance by Tenant shall be reduced promptly refunded by Landlord. It is further understood and agreed that, at Tenant's election, the estimated amount Lease Term shall be extended by up to repair the number or days, if any, during which business shall not have been conducted in the Premises by reason of such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)damage or destruction.

Fire or Other Casualty. Seller agrees 14.1 In the event of damage to give Purchaser prompt notice or destruction of any fire the Premises or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged Building caused by fire or other casualty (“Event of Casualty”), Landlord shall undertake to make repairs and restorations with reasonable diligence, unless this Lease has been terminated by Landlord or Tenant as hereinafter provided, or unless any mortgagee which is fully insured (without regard entitled to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any receive casualty insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable fails to the period preceding the Closing Date) that may be payable make available to Seller on account Landlord an amount of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit which (together with the amount of any deductibles under any policies related deductible) will be sufficient to cover the cost of such proceeds to the Purchase Price together with any amount not covered by insurancerepairs and restorations. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars Landlord shall, within forty-five ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (1045) days after Seller has given Purchaser the notice Event of damage or casualty referred to in this Section 7.1Casualty, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released provide Tenant with a good faith estimate of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, to repair the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal damage to the amount of Premises or the applicable deductibleBuilding, as the case may be. If, prior to Closingin Landlord’s reasonable judgment, any Property the damage is damaged by fire of such nature or casualty which is uninsured and would cost Five Hundred Thousand Dollars extent that ($500,000.00A) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten than two hundred-seventy (10270) days after Seller has given Purchaser the notice Event of damage Casualty would be required (with normal work crews and normal work hours) to repair and restore the Premises or casualty the Building, or (B) less than one (1) year remains on the Closing Datethen current Term and more than ninety (90) days after the Event of Casualty would be required (with normal work crews and normal work hours) to repair and restore the Premises or the Building, whichever is earlierthen the Premises or the Building, in which as the case the parties hereto may be, shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. deemed “substantially damaged.” If Purchaser does not the Premises or the Building are deemed “substantially damaged,” Landlord may elect to terminate its obligations under this Agreement pursuant Lease by giving Tenant written notice of such termination within sixty (60) days after the Event of Casualty. In addition, if the Premises or the Building are deemed “substantially damaged,” and if as a result of the same the Premises are rendered untenantable for the Permitted Use, then Tenant may elect to terminate this Lease by giving Landlord written notice of such termination within sixty (60) days after the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) Event of Casualty. If either party elects to repairterminate this Lease as set forth above, then the Closing Term shall take place as provided hereinexpire thirty (30) days after the date such written notice is given, Base Rent and Additional Rent shall be equitably abated from the date of the Event of Casualty for any portion of the Premises that is unusable (and unused) by Tenant, and Tenant shall thereafter vacate the Purchase Price shall be reduced by Premises and surrender the estimated amount same to repair such casualtyLandlord in accordance with the terms, not to exceed Five Hundred Thousand Dollars ($500,000.00)covenants and conditions of this Lease.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice If, during the Term of this Lease, or any renewal or extension thereof, the Building is so damaged by fire or other casualty that the Premises are rendered unfit for occupancy (whether or not the Premises are damaged), and in Landlord’s reasonable opinion cannot be repaired within two hundred seventy (270) days of the fire or other casualty, then, at either Tenant or Landlord’s option, the Term of this Lease upon written notice from Tenant or Landlord given within thirty (30) days after the occurrence of such damage, shall terminate as of the date of the occurrence of such damage. In such case, Tenant shall pay the rent apportioned to the Property costing more than One Hundred Thousand Dollars ($100,000.00) date of such termination and Landlord may enter upon and repossess the Premises without further notice, provided such entry and repossession shall not operate to exclude Tenant or Tenant’s employees or agents from recovering and removing its personal property, furniture, fixtures or equipment from the Premises. If this Lease is not terminated, Landlord, subject to reasonable delays for insurance adjustments and to delays caused by matters beyond Landlord’s reasonable control, will use commercially reasonable efforts to repair within ninety (90) days whatever portion, if any, of the Premises or of the Building serving the Premises which may have been damaged and occurring between Landlord may enter and possess the Effective Date and Premises for that purpose; while the Closing Date Tenant is deprived of which Seller has knowledge. If, prior to Closingthe Premises, the Property Fixed Rent shall be suspended in proportion to the number of square feet of the Premises rendered untenantable. If the Premises or the Building shall be damaged so that such damage does not render the Premises or any portion thereof unfit for occupancy, Landlord will use commercially reasonable efforts to repair within ninety (90) days whatever portion, if any, of the Premises or of the Building serving the Premises which may have been damaged and Tenant will continue in possession and rent will not be apportioned or suspended. Notwithstanding any other provisions of this Article 11, (a) if any damage is directly caused by or directly results from the gross negligence of Tenant, those claiming under Tenant, or their employees or invitees, respectively, rent shall not be suspended or apportioned and Tenant shall pay, as additional rent upon demand, the cost of any repairs, made or to be made, of such damage and of any restorations, made or to be made, as a result of such damage, (b) Landlord shall have no duty to repair or replace any personal property, or any of Tenant’s fixtures or equipment or any alterations, improvements or decorations made by Tenant, or any Direct Tenant Work, and (c) Landlord and Tenant shall have the right to terminate this Lease upon giving written notice to the other at any time within thirty (30) days after the date of the damage if the Premises is damaged by fire or other casualty which is fully insured precluding Tenant from occupying twenty five percent (without regard to deductibles25%) and would cost less than Five Hundred Thousand Dollars or more of the Premises occupied by Tenant at the time of the fire or other casualty during the last six ($500,000.006) and require less than 180 days to repairmonths of the Term, then neither party shall have unless Tenant, having the right to terminate renew the Term pursuant to an express provision contained in this Agreement by reason thereof and Lease, has effectively extended the Closing shall take place without abatement Term for a term in excess of one (1) year following the occurrence of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any 11.01 (A) Damage by fire or other casualty to the Property costing more than One Hundred Thousand Dollars Building and to the core and shell of the Premises ($100,000.00excluding tenant improvements and betterments and Tenant’s personal property) shall be repaired at the expense of Landlord (“Landlord’s Restoration Work”). Landlord shall not be required to repair and occurring between or restore any of Tenant’s property or any alteration, installation or leasehold improvement made in and/or to the Effective Date and the Closing Date of which Seller has knowledgePremises. If, prior as a result of such damage to Closingthe Building or to the core and shell of the Premises, the Property is damaged Premises are rendered untenantable, the Rent shall axxxx in proportion to the portion of the Premises not usable by Tenant for the Permitted Uses from the date of such fire or other casualty until the earlier to occur of (i) the date Tenant occupies such portion of the Premises for the ordinary conduct of business, or (ii) ninety (90) days following the substantial completion of Landlord’s Restoration Work. Provided that Landlord shall be performing Landlord’s Restoration Work in good faith, Landlord shall not be liable to Tenant for any delay in performing Landlord’s Restoration Work, Tenant’s sole remedy being the right to an abatement of Rent, as provided above. Tenant shall reasonably cooperate with Landlord in connection with the performance by Landlord of Landlord’s Restoration Work. If the Premises are rendered wholly untenantable by fire or other casualty which and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged that Landlord shall decide to demolish it or not to rebuild it (whether or not the Premises have been damaged) and, in either case, Landlord is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairalso terminating other office leases in the Building demising, then neither party shall have in the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement aggregate, at least 50% of the Purchase Pricerentable office space in the Building, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds Landlord may within ninety (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date90) that may be payable to Seller on account of any days after such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by give written notice given to Seller within Tenant of its election that the term of this Lease shall automatically expire no less than ten (10) days after Seller has such notice is given Purchaser (it being agreed that in the notice event of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive such a termination by Landlord, Tenant shall not be required to remove any Specialty Alterations from the Premises upon the expiration of the Term). Tenant hereby expressly waives the provisions of Section 227 of the Real Property Law and agrees that the foregoing provisions of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing Article 11 shall take place without abatement of the Purchase Price govern and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, control in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)lieu thereof.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any If the Leased Premises shall be damaged ---------------------- by fire or other casualty normally covered by policies of fire and extended coverage insurance, but are not thereby rendered untenable in whole or in part, Landlord shall, to the Property costing more than One Hundred Thousand Dollars ($100,000.00) extent insurance proceeds are available from the Association's casualty insurance or any other available Please Initial: -------------- Landlord: [SIGNATURE ILLEGIBLE] -------------------------- Tenant: [SIGNATURE ILLEGIBLE] ---------------------------- insurance, cause such damage to repair and occurring between the Effective Date be repaired, and the Closing Date of which Seller has knowledgeBase Rent and Additional Rent payable hereunder shall not xxxxx. If, prior to Closing, In the Property is event that the Leased Premises shall be damaged by fire or other casualty which is fully insured (without regard to deductibles) covered in full under the fire and would cost extended coverage insurance carried by Landlord, and less than Five Hundred Thousand Dollars fifty percent ($500,000.0050%) and require less than 180 days to repairthereof is rendered untenantable, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualtyLandlord shall, to the extent insurance proceeds are available from the Association's casualty insurance or any other available insurance, forthwith proceed to repair such proceeds have damage, and restore the Leased Premises, not been previously expended or are otherwise required including any of Tenant's trade fixtures and/or leasehold improvements, to reimburse Seller for actual expenditures of restoration made at least substantially their condition prior to the Closing Datetime of such damage (subject, plus Seller however, to changes required by zoning and building laws then in existence) and the Base Rent due in respect of the size of the Leased Premises payable hereunder meanwhile shall credit the amount of any deductibles under any policies related to such proceeds be abated proportionately as to the Purchase Price together with any amount portion of the Leased Premises rendered untenantable, but only if such casualty is not covered caused by insuranceTenant or its agents, employees or invitees. If any fifty percent (50%) or more of the Leased Premises shall be rendered untenantable by reason of such occurrence, Landlord shall, to the extent insurance proceeds are available, cause such damage to be repaired and the Base Rent and Additional Rent due in respect of the size of the Leased Premises meanwhile shall be abated proportionately, provided Tenant or its agents, employees or invitees did not cause such casualty. In the alternative, Landlord shall have the right, to fire be exercised by notice in writing delivered to Tenant within sixty (60) days from said occurrence to elect not to reconstruct the destroyed Leased Premises and to terminate this Lease or, in the case of Tenant, to cancel this Lease and in such event, this Lease and the tenancy hereby created shall cease as of the date of the said occurrence, the Base Rent Additional Rent to be adjusted as of such date. If Landlord should elect to repair, such repairs shall be completed within one hundred and twenty (120) days after the date of payment of the insurance proceeds in respect of such loss, subject to delays beyond Landlord's reasonable control such as labor disputes, acts of God, and supply shortages, and action or other casualty is insured and would cost inaction by the Association. In no event shall Landlord be obligated to expend for such repairs or restoration an amount in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds recovered and grant Landlord shall not be required to Purchaser a credit commence repairs or restoration unless and until such time as Landlord recovers the insurance proceeds. Landlord shall not be liable for delays occasioned by adjustment of losses with insurance carriers or by any other cause so long as Landlord shall proceed in good faith and with due diligence. Tenant hereby waives any and all right of recovery which it might otherwise have against Landlord, its agents and employees, for loss or damage to Tenant's contents, furniture, furnishings' fixtures and any other property removable by Tenant under the provisions of this Lease to the extent that the same are covered by Tenant's insurance, Please Initial -------------- Landlord: [SIGNATURE ILLEGIBLE] --------------------- Tenant: [SIGNATURE ILLEGIBLE] --------------------- notwithstanding that such loss or damage may result from the negligence or fault of Landlord, its agents or employees. Tenant shall insure against all such losses as hereinabove provided. Tenant acknowledges that the structural and certain other portions of the Leased Premises are insured by the Association and that Landlord and the Leased Premises are subject to the provisions of the Condominium Documents and the requirements of the Association respecting casualty insurance, repairs, and reconstruction. Landlord shall cooperate with Tenant in good faith to deal with the Association respecting casualty to the Leased Premises but Landlord shall not be obligated to bring any lawsuits against the Purchase Price equal to Association nor shall Landlord be liable for any action or inaction by the amount Association respecting insurance, casualty, or repair of the applicable deductible. If, prior to Closing, Leased Premises or any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser other portion of the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Condominium.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to If the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Premises shall be damaged by fire or other casualty insured against by Lessee’s fire and extended coverage insurance policy covering the Premises, and the Premises can be fully repaired, in Lessee’s commercially reasonable opinion, within three hundred and sixty-five (365) days from the date of such damage, Lessee, at Lessee’s expense, shall repair such damage; provided, however, Lessee shall have no obligation: (a) to repair if such damage occurs during the last five (5) years of the lease term (excluding any renewal option which is unexercised at the date of such damage); (b) to repair if the Lessee’s lender does not allow the insurance proceeds to be used for such purposes; or (c) to repair if the Premises cannot be fully insured repaired within three hundred sixty-five (without regard 365) days from the date of such damage. Except as otherwise provided herein, until the repairs to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairthe Premises are substantially completed, then neither party the monthly rent shall have xxxxx pro-rata based on the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement part of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, Premises which is unusable by Lessee to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related business interruption insurance proceeds paid in lieu thereof to such proceeds to the Purchase Price together with any amount not covered by insuranceLessor. If any such damage due Lessee decides not to fire or other casualty is insured rebuild the Premises, Lessee may, at its option, cancel and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement Lease by written giving Lessor notice given in writing, within sixty (60) days of the occurrence of the event causing the damage, of its intention to Seller cancel this Lease, whereupon the term of this Lease shall terminate within ten thirty (1030) days after Seller has such notice is given Purchaser and Lessee shall vacate the notice Premises and surrender the same to Lessor. Concurrently with the surrender of damage or casualty referred the Premises, the Lessee shall pay to the Lessor an amount equal to sixty (60) months rent. In no event shall Lessee be liable to Lessor except to the extent provided in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein9.1.1, and without limiting the Purchase Price foregoing, Lessee shall not be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)responsible for consequential damages or lost rental income.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire In the event that the Premises should be totally destroyed by fire, tornado or other casualty or in the event the Premise should be so damaged that rebuilding or repairs cannot be substantially completed within one hundred eighty (180) days after the date of such damage (Landlord will make reasonable effort to notify Tenant of expected repair time within 10 days after event of casualty), either party, may at its option, terminate this Lease, in which event the rent shall be abated during the unexpired portion of this Lease effective with the date of such damage. In the event the Premises should be damaged by fire, tornado or other casualty. covered by Tenant’s insurance, but only to such extent that rebuilding or repairs can be substantially completed within one hundred eighty (180) days after the date of such damage, or if the damage should be more serious but either party elects to terminate this Lease, in either such event Landlord shall within thirty (30) days after the date of such damage commence to rebuild or repair the Premises and shall proceed with reasonable diligence to restore the Premises to substantially the same condition in which it was immediately prior to the Property costing more than One Hundred Thousand Dollars happening of the casualty, except that ($100,000.00i) Landlord shall not be required to rebuild, repair or replace any part at the furniture, equipment, fixtures and occurring between other improvements which may have been placed by Tenant within the Effective Date Premises to the extent that such furniture, equipment, fixtures and other improvements were not covered by insurance proceeds; and (ii) Landlord shall not be required to spend for such work an amount in excess of the Closing Date insurance proceeds actually received by Landlord as a result of the casualty. During any reconstruction period Landlord shall allow for a fair abatement of rent with the term of the lease extended for that period of time in which Seller has knowledgethe Tenant was unable to conduct business. IfHowever, prior to Closingshould the casualty be caused by Tenant’s gross negligence, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party Landlord shall have reserve the right to terminate this Agreement by reason thereof maintain the Lease in full force, without record to the time necessary to complete the repairs and the Closing shall take place without no abatement of the Purchase Pricerent will be allowed, but Seller except that Landlord shall assign make or cause all such necessary repairs to Purchaser at the Closing all be started and completed reasonably and in a timely manner regardless of Seller’s interest in cause. Except as otherwise provided herein, any insurance proceeds (except use and occupancy insurance, rent which may be carried by Landlord or Tenant against loss and business interruption insurance, and any similar insurance, attributable or damage to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto Premises shall be released of all further obligations hereunder with respect to for the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount sole benefit of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price party carrying such insurance and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, under its sole control except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees If twenty-five percent (25%) or more of the entire Premises is rendered wholly untenantable, and Landlord is unable to give Purchaser prompt notice restore the Premises to an acceptable condition within a reasonable amount of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairtime, then neither either party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement Lease by written notice given to Seller the other within ten thirty (1030) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount occurrence of the insured loss or the time required for repairscasualty, the Closing and this Lease shall take place without abatement terminate as of the Purchase Price date of the casualty. If neither party terminates this Lease, Landlord shall proceed with reasonable diligence and at Closing Seller its sole cost and expense to rebuild and repair the Premises, and this Lease shall assign continue in full force and effect. If the casualty is due wholly or in part to Purchaser an act or omission of Tenant or Tenant’s agents, employees, invitees or contractors, Tenant shall pay to Landlord any deductible under Landlord’s insurance policies. Notwithstanding the foregoing, if any Holder requires that the insurance proceeds and grant be used to Purchaser retire a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentencedebt, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repairLessor should terminate a Master Lease as a result of any such casualty, then Landlord may elect not to rebuild and this Lease shall terminate upon delivery to Tenant of a notice to that effect. Landlord’s obligation to rebuild and repair under this Paragraph 17 shall in all events be limited to restoring the Closing Premises to substantially the condition same were in immediately preceding the casualty, excluding all signs, fixtures, equipment or furniture of Tenant and any alterations, additions or improvements to the Premises made by Tenant, whether prior to or after the Commencement Date. Tenant agrees that promptly after completion of such work by Landlord, Tenant shall take place proceed with reasonable diligence and at its sole cost and expense to rebuild, repair and restore all signs, furniture, equipment, fixtures and other improvements which may have been placed by Tenant within the Premises. Provided that the casualty did not occur by reason of any act or omission of Tenant or Tenant’s agents, employees, invitees or contractors, Landlord shall allow Tenant a diminution of Basic Rental during the time the Premises are unfit for occupancy, which diminution shall be based upon the proportion of square feet which are unfit for occupancy to the total square feet in the Premises. Except as provided hereinhereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. Tenant shall be responsible for obtaining fire and extended coverage insurance for full replacement cost upon all improvements and fixtures installed in the Premises at Tenant’s expense, if any, and the Purchase Price shall be reduced by contents of the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Premises.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice If, during the term of this Lease, or any renewal or extension thereof, the Building is so damaged by fire or other casualty that the Premises are rendered unfit for occupancy (or Tenant does not have adequate access to conduct its business in the Premises whether or not the Premises are damaged), and the Premises cannot be rebuilt or replacement access provided within nine (9) months as certified by an architect, then, at Landlord's or Tenant's option, the term of this Lease upon written notice from Landlord or Tenant given within thirty (30) days after the occurrence of such damage, shall terminate as of the date of the occurrence of such damage. In such case, Tenant shall pay the rent apportioned to the Property costing more than One Hundred Thousand Dollars ($100,000.00) time of such termination and Landlord may enter upon and repossess the Premises without further notice. If Landlord or Tenant does not elect to terminate the term of this Lease, Landlord, subject to reasonable delays for insurance adjustments and to delays caused by matters beyond Landlord's reasonable control, will repair whatever portion, if any, of the Premises or of the Building serving the Premises which may have been damaged and Landlord may enter and possess the Premises for that purpose; while the Tenant is deprived of the Premises, the Fixed Rent shall be suspended in proportion to the number of square feet of the Premises rendered untenantable. The repair shall be made to restore the Premises to its condition prior to the damage as nearly as reasonably possible. If the Premises or the Building shall be damaged so that such damage does not render the Premises unfit for occupancy or access is not denied, Landlord will repair whatever portion, if any, of the Premises or of the Building serving the Premises which may have been damaged and Tenant will continue in possession and rent will not be apportioned or suspended.” Notwithstanding any other provisions of this Article 11 Landlord shall have no duty to repair or replace any personal property, or any of Tenant's fixtures or equipment or any alterations, improvements or decorations made by Tenant, or any of Tenant's telephone and occurring between computer wiring and cabling, and (b) Landlord shall have the Effective Date and right to terminate this Lease upon giving written notice to Tenant at any time within thirty (30) days after the Closing Date date of which Seller has knowledge. If, prior to Closing, the Property damage if the Premises is damaged by fire or other casualty which is fully insured during the last six (without regard to deductibles6) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairmonths of the term of this Lease unless Tenant, then neither party shall have having the right to terminate renew the term pursuant to an express provision contained in this Agreement by reason thereof and Lease, has effectively extended the Closing shall take place without abatement term for a term in excess of one (1) year following the occurrence of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire If the Leased Premises or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property Building is damaged by fire or any other insured casualty to an extent which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars 25^ of the costs of replacement, the damage shall be repaired by Landlord within a reasonable time period thereafter, but in no event shall Landlord be required to commence such repairs until Landlord has received the proceeds of all applicable insurance therefor, and further provided that in no event shall Landlord be obligated to expend for such repairs an amount in excess of net insurance proceeds received as a result of such damage. In no event shall landlord be required to repair or replace Tenant's fixtures, furniture, furnishings, floor coverings or any equipment or other items of Tenant's Property irrespective of whether Tenant previously received an allowance or credit therefor from Landlord. In the event of any damage and ($500,000.00a) and require less than 180 days Landlord is not required to repair, then neither party or (b) the Leased Premises shall have be damaged to the right extent of 25% or more of the costs of the replacement, or (c) the Building is damaged to the extent of 25% or more of the costs of replacement, then, notwithstanding the extent of damage, if any, to the Leased Premises, Landlord may elect either to repair or rebuild the Leased Premises or the Building or to terminate this Agreement by reason thereof and Lease upon written notice of such election in writing to Tenant within 120 days after the Closing shall take place without abatement occurrence of the Purchase Price, but Seller shall assign to Purchaser at event causing the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to damage. If the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser or rebuilding shall render the notice leased Premises untenantable in whole or in part or if a casualty, repair or if a casualty, repair or rebuilding of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount portions of the insured loss or Building outside the time required for repairs, the Closing Leased Premises shall take place without abatement substantially deprive Tenant of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount use of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided hereinleased Premises, and the Purchase Price damage shall not have been due to the fault, willful act, omission or neglect of Tenant or any other Tenant-Related Party, then a proportionate abatement of Base Rental shall be reduced by allowed from the estimated amount to repair such date on which the damage occurred until the date the Leased Premises are ready for re-occupancy (or, in the case of a casualty, repair or rebuilding of portions of the Building outside the Leased Premises substantially depriving Tenant of the use of the Leased Premises, at the time the deprivation ceases). Abatement shall be computed upon the basis of the relation which the usable Area of the Leased Premises rendered untenantable bears to the total Usable Area of the Leased Premises. Landlord shall not be liable for any inconvenience or annoyance to exceed Five Hundred Thousand Dollars ($500,000.00)Tenant or any injury to the person or business of Tenant resulting in any way from any such damage, or from the repair, rebuilding or restoration thereof.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any If, during the Term, the Building is so damaged by fire or other casualty that it is rendered unfit for occupancy, Landlord, subject to reasonable delays for insurance adjustments and to delays caused by matters beyond Landlord’s reasonable control, will repair whatever portion, if any, of the Building which may have been damaged and Landlord may enter and possess the Building for that purpose; while the Tenant is deprived of the Building, the Fixed Rent shall be suspended in proportion to the number of square feet of the Building rendered untenantable. If the Building shall be damaged so that such damage does not render the Building unfit for occupancy, Landlord will repair whatever portion, if any, of the Building which may have been damaged (including all damaged Tenant Work) and Tenant will continue in possession and rent will not be apportioned or suspended. If during the Term the Building is so damaged by fire or other casualty that Tenant is prevented (as reasonably determined by Tenant or Landlord) from carrying on business in the Building and it is reasonably anticipated by Tenant or Landlord that the damage or destruction will take in excess one hundred eighty (180) days to repair or restore or results in the taking of a substantial part of the Property costing more than One Hundred Thousand Dollars as such term is defined in Article 25(b) of this Lease ($100,000.00a “Major Casualty”), Landlord shall have the right to terminate this Lease, as will Tenant unless Tenant is the cause of the Major Casualty. Such option to terminate must be exercised by Landlord or Tenant by written notice to the other within thirty (30) days after the occurrence of the Major Casualty. Notwithstanding any other provisions of this Article ii, (a) if any damage is caused by or results from the negligence of Tenant, those claiming under Tenant, or their employees or invitees, respectively, rent shall not be suspended or apportioned and Tenant shall pay, as additional rent upon demand, the cost of any repairs, made or to be made, of such damage and of any restorations, made or to be made, as a result of such damage, (b)Landlord shall have a duty to repair and occurring between replace Tenant Work at Landlord’s sole cost but shall have no duty to repair or replace any personal property, or any of Tenant’s equipment or any alterations, improvements or decorations made by Tenant after the Effective Date Commencement Date, or any Direct Tenant Work (defined at Article 8(f) hereof), (c) Landlord shall have no liability to Tenant for, and Tenant shall not be entitled to terminate this Lease by virtue of; any delays in completion of repairs and (d) either Landlord or Tenant shall have the Closing Date right to terminate this Lease upon giving written notice to the other party at any time within thirty (30) days after the date of which Seller has knowledge. If, prior to Closing, the Property damage if the Building is damaged by fire or other casualty which is fully insured (without regard to deductibleswhether or not such event constitutes a Major Casualty) and would cost less than Five Hundred Thousand Dollars during the last six ($500,000.006) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement months of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Term.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to In the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between event the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Leased Premises shall be damaged by fire or other casualty which casualty, and as a result thereof the Tenant is fully insured unable to conduct its business, then the Tenant shall give immediate notice thereof to the Landlord, and after such notice, the rent for the Leased Premises shall be abated and the Landlord shall be allowed a reasonable time (without regard not to deductiblesexceed sixty (60) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairrepair the damage to the interior of the Leased Premises and restore same to such condition as will permit the resumption of the Tenant's business operations in accordance with all the requirements of applicable licensing authorities. In the event that the damage referred to herein above shall be of such a nature as to permit the Tenant's continued operations of business under its applicable licenses, then neither party thence the Tenant shall have give immediate notice of such damage to the right to terminate this Agreement by reason thereof Landlord, and the Closing shall take place without after such notice, an equitable abatement of rent shall be allowed to the Purchase Price, but Seller Tenant for the time such part or parts of the Leased Premises shall assign to Purchaser at the Closing all remain untenantable or incapable of Seller’s interest in any insurance proceeds (except use and occupancy insuranceand this Lease shall, rent loss unless notice is given as set forth below, continue in full force and business interruption insuranceeffect, and Landlord shall, at its own expense, with reasonable promptness not to exceed sixty (60) days, subject to force majeure as defined in Paragraph 24, and delays in making of insurance adjustments by Landlord, repair the Leased Premises. If the damage results from the act or omission of Tenant, or Tenant's agents, employees or invitees, Tenant shall not be entitled to any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account abatement or reduction of any such fire or other casualty, rent except to the extent Landlord is paid insurance proceeds for such proceeds have lost rents. Landlord need not been previously expended restore fixtures and improvements owned by Tenant or are otherwise required to reimburse Seller for actual expenditures of restoration made prior floor coverings, furnishings and other decorative features furnished by Tenant except to the Closing Dateextent Landlord's insurance covers such loss. In the event the Leased Premises shall, plus Seller before or after the commencement of the term, be so severely damaged that it is not practicable to repair the same, and the Landlord shall credit decide to demolish or rebuild the amount Leased Premises, upon notice to Tenant, the term of any deductibles under any policies related to such proceeds this Lease shall cease and terminate, effective as of the time of the damage, and the accrued rent, if any, shall be paid up to the Purchase Price together with any amount not covered by insurancetime of the damage. If any such damage due to All proceeds of insurance payable as a result of fire or other casualty is insured shall be the sole property of the Landlord, except for any portion of said proceeds which represents payment for damage to fixtures and would cost improvements owned by Tenant or floor covering, furnishings and other decorative features furnished by Tenant and which are not restored by Landlord. Landlord agrees that if the repairs provided for herein cannot be made within sixty (60) days from the date of the casualty, subject to force majeure as defined in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repairParagraph 24, then Purchaser in such event Tenant shall have the right, after said sixty (60) days' period but prior to substantial completion, to terminate this Lease on thirty (30) days' written notice to Landlord. Tenant may terminate this Agreement Lease if work is not fully completed within ninety (90) days. Tenant will take all steps necessary to prevent unreasonable fire hazards. Tenant agrees that any fire insurance policy carried by written notice given to Seller within ten (10) days after Seller has given Purchaser Tenant insuring Tenant's property located upon the notice Leased Premises shall contain a provision whereby the insurance carrier waives any right of damage or casualty referred to in this Section 7.1subrogation against Landlord. The Tenant shall not permit any use of the Leased Premises which will make voidable any insurance on the Leased Premises, or on the Closing Datecontents of the Leased Premises, whichever is earlier, in or which case the parties hereto shall be released contrary to any law or regulation from time to time established by the New England Fire Insurance Rating Association, or any similar body succeeding to its powers. The Tenant shall on demand reimburse the Landlord all extra insurance premiums caused by the Tenant's use of all further obligations hereunder with respect the Leased Premises. All insurance proceeds payable or assigned to Landlord by Tenant from the loss of fire, condemnation or other casualty will be limited to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser proceeds from the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations coverage required under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Lease.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice It is agreed that if, during the -------------------------- continuance of this lease or any extension, the Leased Premises shall be so damaged by fire or other casualty casualty, not arising from the fault or negligence of the Tenant or those in its employ, so that the Leased Premises shall thereby be rendered untenantable, then and in such case, the rent herein reserved, or a just and proportionate part thereof, according to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to nature and extent of the damage which has been sustained, shall be abated until the Leased Premises shall have been duly repaired and restored, which work of repair and occurring between restoration shall be done with all reasonable diligence. In case the Effective Date said building shall be substantially destroyed so that the Leased Premises are not repaired and restored within 120 days, Landlord shall have the fight to cancel this lease and end the term hereof, and in case of such cancellation, any rent, and any other monies due and owing to Landlord at the time of such cancellation, shall be paid by Tenant, and all further obligations upon the part of either party hereto shall cease, and the Closing Date of which Seller has knowledgeestate hereby created shall thereupon terminate. If, prior to Closing, In the Property is event the Leased Premises are damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have during the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement last two years of the Purchase Priceterm of this lease to an extent which renders the Leased Premises untenantable, but Seller shall assign to Purchaser the Landlord may, at Landlord's option, within thirty (30) days following the Closing all date of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount immediately terminate this lease and be relieved of any deductibles under any policies related obligation to rebuild or repair the Leased Premises. This option, if exercised by the Landlord, shall be exercised within thirty (30) days after the occurrence of such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess casualty. If said Leased Premises, without the fault of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repairthe Tenant, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is slightly damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more other catastrophe, but not so as to repairrender the same untenantable, then Purchaser may terminate this Agreement by written the Landlord, after receiving notice given in writing of the occurrence of the injury, shall cause the same to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, be repaired with reasonable promptness; but in which case the parties hereto such event there shall be released no abatement of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)rent.

Fire or Other Casualty. Seller The Lessor agrees to give Purchaser prompt notice that if, before or during the term of this lease, all or any fire or other casualty to part of the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is leased Premises shall be damaged by fire or other casualty which is fully insured (without regard under the standard extended coverage endorsement applicable to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairthe Leased Premises, then neither party shall have the right to terminate this Agreement by reason thereof building and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurancecommon area, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured not occasioned by the act of the lessee or the servants or agents of the lessee, Lessor shall, except as otherwise provided herein (but only to the extent the holder of the mortgage lien on the building permits release of insurance proceeds), cause said Leased Premises to be repaired and would cost in excess rebuilt with reasonable diligence after notice to it of Five Hundred Thousand Dollars ($500,000.00) the damage, due allowance to be made for any delay resulting from so-called "labor troubles" or require more than 180 days any other cause beyond the Lessor's reasonable control, provided, however, that the Lessor shall not be required to repair, then Purchaser rebuild or replace any property which the Lessee may be entitled to remove or which the Lessor may require the Lessee to remove from the leased Premises pursuant to Section No. 10, and provided further that if there is a substantial interference with the operation of the Lessee's business in the Leased Premises requiring the Lessee temporarily to close its business, the rental shall be equitably apportioned for the duration of such repair, rebuilding or replacement in proportion to the extent to which there is interference with the operation of the Lessee's business provided further, however, that the term of this lease shall not in any event be extended. But if the building be so damaged that the Lessor shall decide not to cause said building to be repaired and restored, the Lessor may terminate this Agreement lease by written notice given notifying the Lessee within reasonable time after such damage of the Lessor's election to Seller within ten (10) days after Seller has given Purchaser terminate this lease, immediately if the notice of damage or casualty referred to in this Section 7.1term shall not have commenced, or on a date to be specified in such notice if the Closing Dateterm of this lease has commenced, whichever is earlierwhereupon this lease shall expire and all interest of the Lessee in the leased Premises shall terminate on the date specified in such notice, and the rent shall be apportioned and paid up to the time of such fire or other casualty if the leased Premises are damaged, or up to specified date of termination if the Leased Premises are not damaged. Notwithstanding the foregoing provisions, in which case the parties hereto event the Leased Premises shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or other insured casualty which due to the fault or neglect of the Lessee, or the Lessee's servants, employees, contractors, agents, visitors, or licensees, then, without prejudice to any other rights and remedies of the Lessor, and provided the damage is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repairrepaired by the Lessor, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto there shall be released no apportionment or abatement of all further any rent. Except to the extent provided for in this paragraph, neither the rent payable by the Lessee nor any of the Lessee's other obligations hereunder, except those which expressly survive a termination under any provision of this Agreement. If Purchaser does not elect Lease shall be affected by any damage to terminate its obligations under this Agreement pursuant to or destruction of the immediately preceding sentence, or if Leased Property by any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided hereincause whatsoever, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Lessee hereby expressly waives any and all additional rights it might otherwise have under any law or statute.

Fire or Other Casualty. Seller agrees 14.1 In the event of damage to give Purchaser prompt notice or destruction of any fire the Premises or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged Building caused by fire or other casualty (“Event of Casualty”), Landlord shall undertake to make repairs and restorations with reasonable diligence, unless this Lease has been terminated by Landlord or Tenant as hereinafter provided, or unless any mortgagee which is fully insured entitled to receive casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the cost of such repairs and restorations. Landlord shall, within forty-five (without regard 45) days after the Event of Casualty, provide Tenant with a good faith estimate of the time required to deductiblesrepair the damage to the Premises or the Building, as the case may be. If, in Landlord’s reasonable judgment, the damage is of such nature or extent that (A) more than two hundred-seventy (270) days after the Event of Casualty would be required (with normal work crews and would cost normal work hours) to repair and restore the Premises or the Building, or (B) less than Five Hundred Thousand Dollars one ($500,000.001) year remains on the then current Term of this Lease and require less more than 180 ninety (90) days after the Event of Casualty would be required (with normal work crews and normal work hours) to repairrepair and restore the Premises or the Building, then neither party the Premises or the Building, as the case may be, shall have be deemed “substantially damaged.” If the right Premises or the Building are deemed “substantially damaged,” Landlord may elect to terminate this Agreement Lease by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by giving Tenant written notice given to Seller of such termination within ten sixty (1060) days after Seller has given Purchaser the Event of Casualty. In addition, if the Premises or the Building are deemed “substantially damaged,” and if as a result of the same the Premises are rendered untenantable for the Permitted Use, then Tenant may elect to terminate this Lease by giving Landlord written notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a such termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars within sixty ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (1060) days after Seller has given Purchaser the notice Event of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this AgreementCasualty. If Purchaser does not elect either party elects to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repairLease as set forth above, then the Closing Term of this Lease shall take place as provided hereinexpire thirty (30) days after the date such written notice is given, Base Rent and Additional Rent shall be equitably abated in accordance with Section 14.3 below, and Tenant shall thereafter vacate the Purchase Price shall be reduced by Premises and surrender the estimated amount same to repair such casualtyLandlord in accordance with the terms, not to exceed Five Hundred Thousand Dollars ($500,000.00)covenants and conditions of this Lease.

Fire or Other Casualty. Seller agrees to shall give Purchaser prompt notice of any fire or other casualty to the Property Hotel (or any portion thereof) costing more than One Five Hundred Thousand Dollars ($100,000.00500,000) to restore or repair, and the amount estimated by Seller as being required to restore or repair same, and occurring between the Effective Date and the Closing Date of which Seller has actual knowledge. If, prior to Closing, If the Property cost of such restoration or repair is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Seven Million Five Hundred Thousand Dollars ($500,000.007,500,000) and require less than 180 days to repair(the “Casualty Threshold”) (as reasonably determined by Hotel Owner’s independent insurer), then neither no party shall have the right to terminate its obligations under this Agreement by reason thereof and the Closing shall take place without abatement or adjustment of the Unadjusted Gross Purchase PricePrice or the Adjusted Gross Purchase Price and Seller shall have no obligation to repair or restore, or cause Hotel Owner to repair or restore, the Hotel, but Seller Purchaser shall assign have the right to Purchaser retain at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to in each case, for the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, plus Seller shall credit the amount of any deductibles, co-insurance or self-insured amounts under any Insurance Policies related to such proceeds to the extent Unadjusted Gross Purchase Price. If the cost of such proceeds have not been previously expended restoration or are otherwise repair equals or exceeds the Casualty Threshold, Purchaser shall, as its sole and exclusive remedy, elect, in its sole discretion, to either (i) terminate this Agreement upon written notice to Seller, in which event (x) the Deposit (less the amount of the extension fee related to the Existing Debt Extension that Purchaser is expressly required to pay or reimburse hereunder, which amount shall be paid to Seller) shall be immediately returned to Purchaser, and (y) all other rights and obligations of the parties hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately, or (ii) proceed to Closing, in which event the succeeding sentence shall apply. Should Purchaser nevertheless elect to proceed to Closing with respect to the Seller Membership Interests, the Closing shall take place without abatement or adjustment of the Unadjusted Gross Purchase Price or the Adjusted Gross Purchase Price; Seller shall have no obligation to repair or restore, or cause Hotel Owner to repair or restore, the Hotel; and at Closing, Seller shall assign to Purchaser all of Seller’s interest (if any) in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, in each case, for actual expenditures of restoration made prior to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, plus Seller shall credit the amount of any deductibles deductibles, co-insurance or self-insured amounts under any policies Insurance Policies related to such proceeds to the Unadjusted Gross Purchase Price together with Price. The provisions of this Section 9.1 supersede any amount not covered by insurance. If any such damage due law applicable to the Hotel governing the effect of fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required contracts for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)real property.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of If the Leased Premises or any part thereof shall be damaged by fire or other casualty casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Building shall be so damaged by fire or other casualty which is fully insured that substantial alteration or reconstruction of the Building shall, in Landlords sole opinion, be required (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party whether or not the Leased Premises shall have the right to terminate this Agreement been damaged by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to ) or in the extent such event any mortgagee under a mortgage or deed of trust covering the Building should require that the insurance proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures payable as a result of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to said fire or other casualty is insured be used to retire the mortgage debt, Landlord may, at its option, terminate this Lease and would cost the term and estate hereby granted by notifying Tenant in writing of such termination within sixty (60) days after the date of such damage, in which event the rent hereunder shall be abated as of the date of such damage. If Landlord does not thus elect to terminate this Lease, Landlord shall within seventy-five (75) days after the date of such damage commence to repair and restore the Building and shall proceed with reasonable diligence to restore the Building (except that Landlord shall not be responsible for delays outside its control) to substantially the same condition in which it was immediately prior to the happening of the casualty, except that Landlord shall not be required to rebuild, repair or replace any part of Tenant's furniture or furnishings or of fixtures and equipment removable by Tenant under the provisions of this tease. Landlord shall not be liable for any inconvenience or annoyance to tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof; except that during the time and to the extent that the Leased Premises are unfit for occupancy, the Landlord shall, at its option, either furnish the Tenant with comparable space at prevailing market rates or a fair diminution of rent, the choice of which will be at the landlord's sole discretion, if the damages are caused by the negligence of Tenant, its agents, servants, employees, contractors, patrons, guests, licensees, or invitees there will be no abatement of rent and Tenant will be liable for any damages in excess of Five Hundred Thousand Dollars ($500,000.00) the amount paid by insurance proceeds received by Landlord. Any insurance which may be carried by Landlord or require more than 180 days Tenant will be liable for any damages in excess of the amount paid by or insurance proceeds received by Landlord. Any insurance which may be carried by Landlord Tenant against loss or damage to repair, then Purchaser may terminate this Agreement by written notice given the Building or to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto Leased Premises shall be released of all further obligations hereunder with respect to for the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount sole benefit of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price party carrying such insurance and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate under its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)sole control.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to If the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property building is damaged by fire or any other casualty to such an extent that the cost of restoration, as reasonable estimated by Landlord, will equal or exceed fifty (50%) percent of the replacement value of the building, (exclusive of foundations) just prior to the occurrence of the damage, then Landlord may, within sixty (60) days of the date of the fire or other casualty, terminate the lease by notice in writing to Tenant. Said termination shall be effective on the last day of the month in which notice is fully insured given or within ten (without regard 10) days of the date notice is given, whichever date is later. Tenant shall surrender possession of the demised premises on the effective date of termination of the lease and prepaid and unpaid rent and additional rent shall be apportioned as of said date. If the cost of restoration as reasonably estimated by Landlord shall amount to deductibles) and would cost less than Five Hundred Thousand Dollars fifty ($500,000.0050%) percent of said replacement value of the building, or if despite the cost Landlord does not elect to terminate this lease, Landlord shall restore the building with reasonable promptness, subject to Force Majeure, as hereinafter defined, and require less than 180 days to repair, then neither party Landlord not Tenant shall have the right to terminate this Agreement lease. Landlord shall not be required to restore the fixtures and improvements owned or installed by reason thereof and Tenant. In the Closing shall take place without abatement event the demised Premises are rendered totally unusable as a result of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have Landlord shall not been previously expended or are otherwise be required to reimburse Seller for actual expenditures restore or repair the demised Premises, but shall have the sole choice or option to do so and shall notify Tenant of restoration made prior Landlord's choice or option within sixty (60) days of the fire or other casualty. In the event Landlord elects not to restore or repair the Closing Datedemised Premises, plus Seller all rights and obligations of the Landlord and Tenant hereunder shall credit cease and terminate as of the amount day of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty and prepaid or unpaid rent shall be immediately adjusted as of such date. In any case in which the use of the demised Premises is insured affected by any such damage, there shall be either an abatement or an equitable reduction in rent depending on the period for which and would cost in excess to the extent the demised premises are not reasonably useable for the purposes for which they are leased hereunder. If the damage results from the fault of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1Tenant, or on the Closing DateTenant's agents, whichever is earlierservants, in which case the parties hereto invitees or licensees, Tenant shall not be released entitled to any abatement or reduction of all further obligations hereunder with respect rent, except to the Property except those which expressly survive a termination extent, if any, that Landlord receives the proceeds of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount rent insurance in lieu of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)rent.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any 11.01 Damage by fire or other casualty to the Property costing more than One Hundred Thousand Dollars Building and to the core and shell of the Premises ($100,000.00excluding the tenant improvements and betterments and Txxxxx’s personal property) shall be repaired at the expense of Landlord (“Landlord’s Restoration Work”), but without prejudice to the rights of subrogation, if any, of Landlord’s insurer to the extent not waived herein. Landlord shall not be required to repair and occurring between or restore any of Tenant’s property or any alteration, installation or leasehold improvement made in and/or to the Effective Date and the Closing Date of which Seller has knowledgePremises. If, prior as a result of such damage to Closingthe Building or to the core and shell of the Premises, the Property Premises are rendered untenantable for the purposes for which same were rented hereunder, the Rent shall axxxx in proportion to the portion of the Premises not usable by Txxxxx from the date of such fire or other casualty until Lxxxxxxx’s Restoration Work is damaged substantially completed. Except as provided otherwise herein, Landlord shall not be liable to Tenant for any delay in performing Landlord’s Restoration Work, Txxxxx’s sole remedy being the right to an abatement of Rent, as provided above. Tenant shall reasonably cooperate with Landlord in connection with the performance by Landlord of Landlord’s Restoration Work. If the Premises are rendered wholly untenantable by fire or other casualty which is fully insured and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged that Landlord shall decide to demolish it or not to rebuild it (without regard to deductibleswhether or not the Premises have been damaged), Landlord may within ninety (90) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any after such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by cause give written notice given to Seller within Tenant of its election that the term of this Lease shall automatically expire no less than ten (10) days after Seller has given Purchaser such notice is given. Notwithstanding the notice foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of damage recovery against the other or casualty referred to in this Section 7.1, any one claiming through or on the Closing Date, whichever is earlier, in which case the parties hereto under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be released in force only if both releasors’ insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also, provided that such a policy can be obtained without additional premiums. Tenant hereby expressly waives the provisions of all further obligations hereunder with respect to Section 227 of the Real Property except those which expressly survive a termination Law and agrees that the foregoing provisions of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing Article shall take place without abatement of the Purchase Price govern and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, control in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)lieu thereof.

Fire or Other Casualty. Seller agrees to Purchaser's Representative shall give Purchaser Sellers prompt notice of any fire or other casualty to the Property HdC (or any portion thereof) costing more than One Two Hundred Fifty Thousand Dollars ($100,000.00250,000) to restore or repair, and the amount estimated by Purchaser's Representative as being required to restore or repair same, and occurring between the Effective Date and the Closing Date of which Seller Purchaser's Representative has actual knowledge. If, prior to Closing, If the Property cost of such restoration or repair is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Twenty-Five Hundred Thousand Million Dollars ($500,000.0025,000,000) and require less than 180 days to repair(the "Casualty Threshold"), then neither no party shall have the right to terminate its obligations under this Agreement by reason thereof and the Closing shall take place without abatement of the HdC Interest Purchase Price, but Seller Purchaser shall assign have the right to Purchaser retain at the Closing all of Seller’s the Acquired Entities' interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to in each case, for the period preceding the Closing Date) that may be payable to Seller Sellers or any Acquired Entity on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller Sellers shall credit 50% of the amount of any deductibles under any policies related to such proceeds to the HdC Interest Purchase Price together with Price, to the extent such deductibles or proceeds have not been previously expended or are otherwise required to reimburse Sellers or any amount not covered by insuranceAcquired Entity for actual expenditures of restoration . If any the cost of such damage due to fire restoration or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) repair equals or require more than 180 days to repairexceeds the Casualty Threshold, then Purchaser may terminate this Agreement by upon written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlierSellers, in which case event all other rights and obligations of the parties hereto shall be released of all further obligations hereunder with respect to the Property (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately. Should Purchaser nevertheless elect to proceed to Closing notwithstanding with respect to the amount of the insured loss or the time required for repairsHdC Interests, the Closing shall take place without abatement of the HdC Purchase Price and at Closing Seller Sellers shall assign to Purchaser the all of Sellers' interest in any insurance proceeds (except use and grant occupancy insurance, rent loss and business interruption insurance, and any similar insurance, in each case, for the period preceding the Closing Date) that may be payable to Purchaser a Sellers or an Acquired Entity on account of any such fire or other casualty, plus Sellers shall credit against the Purchase Price equal to 50% of the amount of the applicable deductible. If, prior any deductibles under any policies related to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant such proceeds to the immediately preceding sentenceHdC Interest Purchase Price, to the extent such deductibles or if any uninsured fire proceeds have not been previously expended or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) are otherwise required to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)reimburse Sellers or an Acquired Entity for actual expenditures of restoration.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closingat any time during the Term, the Property is Building or any other improvements located on the Premises shall be damaged in whole or in part by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairfire, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire elements or other casualty, Tenant shall promptly notify Landlord thereof. Tenant, at Tenant’s sole cost, as speedily as circumstances permit, shall repair said damage and restore the Building and any other improvements located on the Premises to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made same condition which existed immediately prior to the Closing Dateoccurrence of such damage. Except that the Term shall be tolled by a period of time equal to the time between the date of the casualty and the date on which Tenant completes repair and restoration of the Building, plus Seller all other terms and conditions of the Lease shall credit remain in full force and effect during the amount repair and restoration of the Building and such other improvements. During the restoration, Tenant may operate its business out of a temporary structure such as a trailer, subject to compliance with Laws. Fixed Rent, Taxes, utilities, additional rent and any other charges due under this Lease shall not xxxxx during any period of repair or restoration. The foregoing notwithstanding, if the Building is totally destroyed (or a material portion of the Building, which shall mean more than 50% of the then fair market value of the Building) during the last two (2) years of the initial term or during the last two (2) years of any deductibles extension period, then, unless Tenant already has exercised its next remaining extension period, Tenant shall not be obligated to repair or restore the Premises and Tenant may terminate this Lease upon no fewer than forty-five (45) days’ prior written notice to Landlord, in which event this Lease shall terminate on the date specified in such notice. If Tenant terminates this Lease, Tenant shall pay over and assign to Landlord (or Landlord’s Mortgagee if required by Landlord’s Mortgagee) all insurance proceeds, and all rights under any insurance policies related to such proceeds to the Purchase Price together obtained by Tenant with any amount not covered by insurance. If any such damage due respect to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser affecting the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Premises.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to If the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Premises shall be damaged by fire or other casualty insured against by Lessee’s fire and extended coverage insurance policy covering the Premises, and the Premises can be fully repaired, in Lessee’s commercially reasonable opinion, within three hundred and sixty-five (365) days from the date of such damage, Lessee, at Lessee’s expense, shall repair such damage; provided, however, Lessee shall have no obligation: (a) to repair if such damage occurs during the last five (5) years of the lease term (excluding any renewal option which is unexercised at the date of such damage); (b) to repair if the Lessee’s lender does not allow the insurance proceeds to be used for such purposes; or (c) to repair if the Premises cannot be fully insured repaired within three hundred sixty-five (without regard 365) days from the date of such damage. Except as otherwise provided herein, until the repairs to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairthe Premises are substantially completed, then neither party the monthly rent shall have xxxxx pro-rata based on the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement part of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, Premises which is unusable by Lessee to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related business interruption insurance proceeds paid in lieu thereof to such proceeds to the Purchase Price together with any amount not covered by insuranceLessor. If any such damage due Lessee decides not to fire or other casualty is insured rebuild the Premises, Lessee may, at its option, cancel and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement Lease by written giving Lessor notice given in writing, within sixty (60) days of the occurrence of the event causing the damage, of its intention to Seller cancel this Lease, whereupon the term of this Lease shall terminate within ten thirty (1030) days after Seller has such notice is given Purchaser and Lessee shall vacate the notice Premises and surrender the same to Lessor. Concurrently with the surrender of damage or casualty referred the Premises, the Lessee shall pay to the Lessor an amount equal to twelve (12) months rent. In no event shall Lessee be liable to Lessor except to the extent provided in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein9.1.1, and without limiting the Purchase Price foregoing, Lessee shall not be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)responsible for consequential damages or lost rental income.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire If the Premises or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Project shall be damaged by fire or other casualty which is fully insured cause Landlord shall at its option either (without regard a) undertake to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any restore such damage with all due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1diligence, or on (b) in the Closing Date, whichever is earlier, in which case event the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss Premises or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is Project are damaged by fire or casualty which is uninsured other cause to such extent that damage cannot, in Landlord's sole judgment, be economically repaired within ninety (90) days after the date of such damage (taking into account the time necessary to effectuate a satisfactory settlement with any insurance company and would cost Five Hundred Thousand Dollars ($500,000.00) using normal construction methods without overtime or more to repairother premium), then Purchaser may terminate this Agreement Lease, by written notice given to Seller Tenant within ten sixty (1060) days after Seller has given Purchaser the date of the damage. In the event that the Landlord can not repair or restore such damage to the Premises within one hundred and eighty (180) days after the date of such damage, the Tenant, may at its option terminate the Lease upon providing the Landlord thirty (30) days written notice thereof. Any termination hereunder by reason of damage or casualty or on to the Closing DatePremises shall be effective as of the date of the damage. Any termination by reason of damage to the Project but not the Premises shall be effective as of the date notice is given. If Landlord elects to restore, whichever is earlierLandlord shall not be obligated to restore any improvements in the Premises which were not owned and constructed by Landlord. The Landlord shall not be obligated to restore the tenant improvements that it caused to constructed prior to the commencement of the Lease. Upon substantial completion by Landlord of its work, Tenant shall undertake to restore its leasehold improvements and trade fixtures with all due diligence. This Lease shall, unless terminated by Landlord pursuant to this Section 18, remain in full force and effect following such damage, and, in which the case of damage to the parties hereto Premises, the Base Rent and additional rent, prorated to the extent that the Premises are rendered Untenantable, shall be released of all further obligations hereunderequitably abated until such repairs are completed; provided, except those which expressly survive a termination of this Agreement. If Purchaser however, that if Tenant does not elect to terminate restore its obligations under this Agreement pursuant to leasehold improvements and trade fixtures with due diligence, abatement shall cease as of the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)date restoration could have been completed using due diligence.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In case of any fire or other casualty damage to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire Premises or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement those portions of the Purchase PriceBuilding providing access or essential services thereto, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such by fire or other casualty, Landlord shall, at its expense, cause the damage to be repaired to a condition as nearly as practicable to that existing prior to the damage, with reasonable speed and diligence, subject to delays which may arise by reason of adjustment of loss under insurance policies, Governmental Requirements, and for delays beyond the control of Landlord, including a “force majeure” (as defined below). Landlord shall not, however, be obligated to repair, restore, or rebuild any of Tenant’s property or any alterations or additions made by or on behalf of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant, or Tenant’s visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof except, to the extent such proceeds have and for the time that the Premises are thereby rendered untenantable, the rent shall proportionately xxxxx. In the event the damage shall involve the Building generally and shall be so extensive that Landlord shall decide, at its sole discretion, not been previously expended to repair or are otherwise required to reimburse Seller for actual expenditures rebuild the Building, or if the casualty shall not be of restoration made prior to a type insured against under standard fire policies with extended type coverage, or if the Closing Date, plus Seller shall credit the amount holder of any deductibles under any policies related to such mortgage, deed of trust or similar security interest covering the Building shall not permit the application of adequate insurance proceeds to for repair or restoration, this Lease shall, at the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess sole option of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repairLandlord, then Purchaser may terminate this Agreement exercisable by written notice to Tenant given to Seller within ten sixty (1060) days after Seller has given Purchaser Landlord is notified of the casualty and to the extent thereof, be terminated as of a date specified in such notice (which shall not be more than ninety [90] days thereafter), and the rent (taking into account any abatement as aforesaid) shall be adjusted to the termination date and Tenant shall thereupon promptly vacate the Premises. Furthermore, in the case of any such casualty, Landlord shall promptly furnish to Tenant an estimate from a reputable contractor selected by Landlord of the necessary time for completion of the repair and restoration of the Building (such estimated time for completion of the repair and restoration of the Building is hereinafter referred to as the “Estimated Time”). If the Estimated Time exceeds one hundred eighty (180) days, Tenant may, but only within twenty (20) days after Xxxxxx’s receipt of the notice of damage or casualty referred to in this Section 7.1the Estimated Time, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement Lease by written notice given to Seller Landlord. If Tenant does not so terminate, this Lease (subject to the provisions set forth herein) shall remain in effect regardless of whether the actual time for completion of the repair and restoration of the Building differs from the Estimated Time; provided, however, in the event the repair and restoration of the Building is not completed within ten sixty (1060) days after Seller has given Purchaser the expiration of the Estimated Time (calculated from the date Tenant received the notice of damage or casualty or on the Closing DateEstimated Time from Landlord), whichever is earlier, in which case Tenant shall have the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect right to terminate its obligations under this Agreement pursuant Lease by written notice to Landlord, but only within twenty (20) days after the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair expiration of such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).sixty

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In case of any fire or other casualty damage to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire Demised Premises or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement those portions of the Purchase PriceBuilding providing access or essential services thereto, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such by fire or other casualty, Landlord shall, at its expense, cause the damage to be repaired to a condition as nearly as practicable to that existing prior to the damage, with reasonable speed and diligence, subject to delays which may arise by reason of adjustment of loss under insurance policies, Governmental Regulations, and for delays beyond the control of Landlord, including a "force majeure". Landlord shall not, however, be obligated to repair, restore, or rebuild any of Tenant's property or any alterations or additions made by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant, or Tenant's visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof except, to the extent and for the time that the Demised Premises are thereby rendered untenantable, the rent shall proportionately abatx. Xx the event the damage shall involve the Building generally and shall be so extensive that Landlord shall decide, at its sole discretion, not to repair or rebuild the Building, or if the casualty shall not be of a type insured against under standard fire policies with extended type coverage, or if the holder of any mortgage, deed of trust or similar security interest covering the Building shall not permit the application of adequate insurance proceeds for repair or restoration, this Lease shall, at the sole option of Landlord, exercisable by written notice to Tenant given within sixty (60) days after Landlord is notified of the casualty and to the extent thereof, be terminated as of a date specified in such proceeds have notice (which shall not been previously expended be more than ninety [90] days thereafter), and the rent (taking into account any abatement as aforesaid) shall be adjusted to the termination date and Tenant shall thereupon promptly vacate the Demised Premises. Notwithstanding the foregoing, in the event Landlord does not repair or are otherwise required rebuild the Demised Premises and the Building to reimburse Seller for actual expenditures of restoration made a condition such that Tenant may operate its business in a manner substantially similar to that which existed prior to the Closing Datedate of the casualty within two hundred (200) days of the date of the casualty, plus Seller then Tenant shall credit the amount of be permitted, upon ten days notice to Landlord, to terminate this Lease and neither party shall thereafter have any deductibles under any policies related to such proceeds further obligation to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)other.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice (a) If, during the term of this Lease, or any renewal or extension thereof, the Building is so damaged by fire or other casualty that the Premises are rendered unfit for occupancy (whether or not the Premises are damaged), Landlord shall deliver notice to Tenant of the estimated time to repair the damage within sixty (60) days after the date of such fire or other casualty (the “Repair Estimate”). If the Repair Estimate provides that the damage cannot be repaired within two hundred seventy (270) days from the casualty, then either Landlord or Tenant may terminate this Lease upon written notice to the Property costing more than One Hundred Thousand Dollars other given within thirty ($100,000.0030) days after the Repair Estimate is delivered by Landlord to Tenant, which termination shall be effective as of the date of the occurrence of such damage, and Tenant shall pay the rent apportioned to the time of such termination and Landlord may enter upon and repossess the Premises without further notice. If neither Landlord or Tenant elects to terminate the Term of this Lease, Landlord, subject to reasonable delays for insurance adjustments and to delays caused by matters beyond Landlord’s reasonable control, will repair whatever portion, if any, of the Premises or of the Building serving the Premises which may have been damaged and Landlord may enter and possess the Premises for that purpose; while the Tenant is deprived of the Premises, the Fixed Rent shall be suspended in proportion to the number of square feet of the Premises rendered untenantable. Such restoration shall be to substantially the same condition prior to the casualty, except for modifications required by applicable laws or by Landlord’s lender. If the Premises or the Building shall be damaged so that such damage does not render any portion of the Premises unfit for occupancy, Landlord will repair whatever portion, if any, of the Premises or of the Building serving the Premises which may have been damaged and Tenant will continue in possession and rent will not be apportioned or suspended. Notwithstanding any other provisions of this Article 11, (a) Landlord shall have no duty to repair or replace any personal property, or any of Tenant’s fixtures or equipment or any alterations, improvements or decorations made by Tenant, or any Direct Tenant Work, (b) Landlord shall have no liability to Tenant for, and occurring between except as set forth in the Effective Date next paragraph, Tenant shall not be entitled to terminate this Lease by virtue of, any delays in completion of repairs and (c) Landlord shall have the Closing Date right to terminate this Lease upon giving written notice to Tenant at any time within thirty (30) days after the date of which Seller has knowledge. If, prior to Closing, the Property damage if the Premises is damaged by fire or other casualty which is fully insured during the last six (without regard to deductibles6) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairmonths of the Term unless Tenant, then neither party shall have having the right to terminate renew the Term pursuant to an express provision contained in this Agreement by reason thereof and Lease, has effectively extended the Closing shall take place without abatement Term for a term in excess of one (1) year following the occurrence of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice If the Leased Premises, or any other portion of any fire the Building, Building Complex or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date Garage shall, through no fault of which Seller has knowledge. IfTenant or Tenant's agents, prior to Closingservants, employees, customers, contractors, visitors or licensees, be damaged by fire, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairelements, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire unavoidable accident or other casualty, but the Leased Premises are not thereby rendered untenantable in whole or in part, Landlord shall promptly at its own expense cause such damage to be repaired, and rent shall not be abated; if by reason of such occurrence, the Leased Premises shall be rendered untenantable only in part, Landlord shall promptly at its own expense cause the damage to be repaired, and rent meanwhile shall be abated proportionately as to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures portion of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insuranceLeased Premises rendered untenantable. If any by reason of such occurrence the Leased Premises shall be rendered wholly untenantable, Landlord shall promptly at its own expense cause such damage due to fire or other casualty is insured be repaired and would cost the rent meanwhile shall be abated in excess of Five Hundred Thousand Dollars whole, unless within sixty ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (1060) days after Seller said occurrence Landlord shall give Tenant written notice that it has given Purchaser elected not to reconstruct the notice destroyed premises in which event, this Lease and tenancy hereby created shall cease as of damage the date of said occurrence, the rental to be adjusted as of such date. All of the above notwithstanding, if Landlord, in its absolute discretion, shall desire, within a reasonable time after the occurrence of any such accident or casualty referred (even though the Leased Premises may not have been affected by the same) to demolish, rebuild or reconstruct the Building Complex, then, upon written notice from Landlord to Tenant, this Lease shall terminate on a date to be specified in this Section 7.1such notice, or on the Closing Date, whichever is earlier, in which case the parties hereto and all rent payable hereunder shall be released adjusted as of the time of the occurrence of any such accident or casualty. Landlord and Tenant respectively waive and release each other from any and all further obligations hereunder rights of recovery, claims, losses and/or damages arising or resulting from any act or omissions of either with respect to the Property except those which expressly survive a termination of Leased Premises to the extent that such loss or damage should have been recovered under their respective insurance policies in accordance with this Lease Agreement. Should Purchaser elect Furthermore, Landlord and Tenant agree to proceed to Closing notwithstanding the amount waive any right of subrogation in behalf of any party in whom such right may otherwise exist or accrue as a result of any of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)aforesaid incidents.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In the event that before or during the term of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closingthis Lease, the Property is Premises shall be damaged by fire or other casualty which is fully insured in the opinion of Landlord does not render the Premises or a part thereof untenantable Landlord will, at its option (without regard subject to deductiblesthe other provisions of this Section 8.0), repair the same with reasonable dispatch upon receipt of written notice of the damage from Tenant, and there shall be no abatement of the rent. In the event that before or during the term of this Lease the Premises or the Building shall be damaged by fire or other casualty which in the opinion of the Landlord renders the Building, the Premises or any part of the Building or Premises untenantable, Landlord within twenty (20) and would cost less than Five Hundred Thousand Dollars days of notice of such fire or casualty or of receipt of written notice from Tenant of such damage ($500,000.00whichever shall last occur) and require less than 180 days to repair, then neither party shall have the right to and shall either (i) serve written notice upon Tenant of Landlord's intent to repair said damage or (ii) if in Landlord's opinion said damage renders so much of either of the Premises or of the Building untenantable that repair would not be advisable, serve written notice upon Tenant that this Lease is terminated. If Landlord shall elect to terminate this Agreement Lease aforesaid, such termination shall be effective immediately upon service of such notice by reason thereof Landlord upon Tenant if the term shall not have commenced or on the date specified in such notice if during the term. In the Exhibit 10.17 event of such termination the rent shall be apportioned and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable paid up to the period preceding time of such fire or other casualty if the Closing Date) that may be payable Premises are rendered wholly untenantable as aforesaid by such fire or other casualty or up to Seller on account the specified date of any termination if the Premises are not rendered wholly untenantable by such fire or other casualty. Any obligation of Tenant to Landlord for any sum of money due under any provisions of this Lease shall survive any such termination of this Lease by Landlord. If, on the other hand, Landlord shall elect to repair such damage, such repairs shall be commenced within forty-five (45) days of notice to Tenant of such election and the Landlord shall diligently proceed with such restoration, however, Landlord's obligation to repair or rebuild shall be limited to the extent such proceeds have not been previously expended or are otherwise required availability of insurance proceeds. During the period of repair the total amount of the rent provided for in Article 2.0 of this Lease shall be reduced to reimburse Seller for actual expenditures of restoration made prior an amount which in Landlord's opinion bears the same ratio to the Closing Date, plus Seller shall credit rent provided for in said Article 2.0 as the amount portion of any deductibles under any policies related to such proceeds the Premises then available for use bears to the Purchase Price together with any amount not covered by insuranceentire Premises. If any Upon completion of such damage due to repair, the rent shall thereafter be paid as if no fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser had occurred. Notwithstanding the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlierforegoing, in which case the parties hereto event that before or during the term of this Lease the Premises or the Building shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or other casualty which is uninsured shall have been occasioned by the act of Tenant or of its servants, agents, visitors, invitees or licensees, (i) there shall be no apportionment or abatement of the rent and, (ii) Landlord shall have the right but shall have no obligation to repair the Premises or the Building, and would cost Five Hundred Thousand Dollars ($500,000.00iii) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller Tenant shall reimburse and compensate Landlord within ten five (105) days after Seller has given Purchaser of rendition of any statements to Tenant by Landlord for any expenditures made by Landlord in making any such repairs. Any such actions shall be without prejudice to any other rights and remedies of Landlord and without prejudice to any rights of subrogation of any insurer of Landlord. The other provisions of this Article 8.0 notwithstanding, Landlord shall have no obligation to replace or repair any property in the notice of damage or casualty Building or on the Closing DatePremises belonging to Tenant or to anyone claiming through or under Tenant, whichever is earlier, in nor shall Landlord have any obligation hereunder to replace or repair any property on the Premises which case Landlord may require Tenant to remove from the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Premises.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In the event that before or during the term of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closingthis Lease, the Property is Premises shall be damaged by fire or other casualty which is fully insured in the opinion of Landlord does not render the Premises or a part thereof untenantable Landlord will, at its option (without regard subject to deductiblesthe other provisions of this Section 8.0), repair the same with reasonable dispatch upon receipt of written notice of the damage from Tenant, and there shall be no abatement of the rent. In the event that before or during the term of this Lease the Premises or the Building shall be damaged by fire or other casualty which in the opinion of the Landlord renders the Building, the Premises or any part of the Building or Premises untenantable, Landlord within twenty (20) and would cost less than Five Hundred Thousand Dollars days of notice of such fire or casualty or of receipt of written notice from Tenant of such damage ($500,000.00whichever shall last occur) and require less than 180 days to repair, then neither party shall have the right to and shall either (i) serve written notice upon Tenant of Landlord’s intent to repair said damage or (ii) if in Landlord’s opinion said damage renders so much of either of the Premises or of the Building untenantable that repair would not be advisable, serve written notice upon Tenant that this Lease is terminated. If Landlord shall elect to terminate this Agreement Lease aforesaid, such termination shall be effective immediately upon service of such notice by reason thereof Landlord upon Tenant if the term shall not have commenced or on the date specified in such notice if during the term. In the event of such termination the rent shall be apportioned and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable paid up to the period preceding time of such fire or other casualty if the Closing Date) that may be payable Premises are rendered wholly untenantable as aforesaid by such fire or other casualty or up to Seller on account the specified date of any termination if the Premises are not rendered wholly untenantable by such fire or other casualty. Any obligation of Tenant to Landlord for any sum of money due under any provisions of this Lease shall survive any such termination of this Lease by Landlord. If, on the other hand, Landlord shall elect to repair such damage, such repairs shall be commenced within forty-five (45) days of notice to Tenant of such election and the Landlord shall diligently proceed with such restoration, however, Landlord’s obligation to repair or rebuild shall be limited to the extent such proceeds have not been previously expended or are otherwise required availability of insurance proceeds. During the period of repair the total amount of the rent provided for in Article 2.0 of this Lease shall be reduced to reimburse Seller for actual expenditures of restoration made prior an amount which in Landlord’s opinion bears the same ratio to the Closing Date, plus Seller shall credit rent provided for in said Article 2.0 as the amount portion of any deductibles under any policies related to such proceeds the Premises then available for use bears to the Purchase Price together with any amount not covered by insuranceentire Premises. If any Upon completion of such damage due to repair, the rent shall thereafter be paid as if no fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser had occurred. Notwithstanding the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlierforegoing, in which case the parties hereto event that before or during the term of this Lease the Premises or the Building shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or other casualty which is uninsured shall have been occasioned by the act of Tenant or of its servants, agents, visitors, invitees or licensees, (i) there shall be no apportionment or abatement of the rent and, (ii) Landlord shall have the right but shall have no obligation to repair the Premises or the Building, and would cost Five Hundred Thousand Dollars ($500,000.00iii) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller Tenant shall reimburse and compensate Landlord within ten five (105) days after Seller has given Purchaser of rendition of any statements to Tenant by Landlord for any expenditures made by Landlord in making any such repairs. Any such actions shall be without prejudice to any other rights and remedies of Landlord and without prejudice to any rights of subrogation of any insurer of Landlord. The other provisions of this Article 8.0 notwithstanding, Landlord shall have no obligation to replace or repair any property in the notice of damage or casualty Building or on the Closing DatePremises belonging to Tenant or to anyone claiming through or under Tenant, whichever is earlier, in nor shall Landlord have any obligation hereunder to replace or repair any property on the Premises which case Landlord may require Tenant to remove from the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Premises.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire In the event that the Building should be totally destroyed by fire, tornado or other casualty to or in the Property costing more than One Hundred Thousand Dollars event the Premises or the Building should be so damaged that rebuilding or repairs cannot reasonably be completed within one hundred twenty ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10120) days after Seller has given Purchaser the notice date of damage such damage, Landlord or casualty referred to in Tenant may at its option terminate this Section 7.1, or on the Closing Date, whichever is earlierlease, in which case event the parties hereto Basic Rental and Additional Rental shall be released of all further obligations hereunder with respect to abated during the Property except those which expressly survive a termination unexpired portion of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount lease effective as of the insured loss or the time required date of such damage. In order for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect Tenant to terminate its obligations under this Agreement pursuant to the lease as provided in the immediately preceding sentence, Tenant must give written notice to Landlord of such termination within twenty (20) days after the occurrence of such damage. If Landlord has not received from Tenant written notice terminating this lease within such twenty (20) day period, Tenant shall be deemed to have waived Tenant's right to terminate this Lease resulting from such damage under this SECTION 15. In the event the Building or the Premises should be damaged by fire, tornado or other casualty covered by Landlord's insurance, but only to such extent that rebuilding or repairs can be completed within one hundred twenty (120) days after the date of such damage, or if the damage should be more serious but neither Landlord nor Tenant elects to terminate this lease; then in either such event Landlord shall within ninety (90) days after the date of such damage commence to rebuild or repair the Building and/or the Premises and shall proceed with reasonable diligence to restore the Building and/or the Premises to substantially the same condition in which it was immediately prior to the happening of the casualty, except that (i) Landlord shall not be required to rebuild, repair or replace any uninsured fire part of the furniture, equipment, fixtures and other improvements which may have been placed by Tenant or casualty would cost less than Five Hundred Thousand Dollars other tenants within the Building or the Premises, and ($500,000.00ii) Landlord shall not be required to rebuild, repair or replace any portion of the Premises and the improvements thereto which are in excess of the Original Condition (as defined in EXHIBIT C hereto), except to the extent Tenant pays to Landlord insurance proceeds or other sums which are required to complete such rebuilding, repair or replacement. Further, in no event shall Landlord have any obligation to restore the Premises to any condition in excess of the improvements that can be replaced within the Finish Budget. Landlord shall allow Tenant a fair diminution of rent during the time the Premises cannot, in Landlord's reasonable opinion, be used or occupied as a result of the applicable casualty. In the event any mortgagee under a deed or trust, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire the secured debt, Landlord shall have no obligation to rebuild and this lease shall terminate upon notice to Tenant. Landlord shall have no liability to Tenant for inconvenience, loss of business, or annoyance arising from any repair of any portion of the Premises or the Building. If Landlord is required by this lease or by any mortgagee or lessor of Landlord to repair or if Landlord undertakes to repair, then the Closing Tenant shall take place pay to Landlord that amount of Tenant's insurance proceeds which insures such damage as provided hereina contribution towards such repair, and Landlord shall use reasonable efforts to have such repairs made promptly and in a manner which will not unnecessarily interfere with Xxxxxx's occupancy. Except as herein provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Purchase Price Building or to the Premises shall be reduced by for the estimated amount to repair sole benefit of the party carrying such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)insurance and under its sole control.

Fire or Other Casualty. Seller agrees In case of fire or other casualty, the Tenant shall give immediate notice to give Purchaser prompt notice the Landlord. If the premises shall be partially damaged by fire, the elements or other casualty, the Landlord shall repair the same as speedily as practicable, but the Tenant's obligation to pay the rent hereunder shall not cease. If, in the opinion of any the Landlord or the Tenant, the premises be so extensively and substantially damaged as to render them untenantable, then the rent shall cease until such time as the premises shall be made tenantable by the Landlord. However, if, in the opinion of the Landlord, the premises be totally destroyed or so extensively and substantially damaged as to require practically a rebuilding thereof, then the rent shall be paid up to the time of such destruction and then and from thenceforth this lease shall come to an end. In no event however, shall the provisions of this clause become effective or be applicable, if the fire or other casualty and damage shall be the result of the carelessness, negligence or improper conduct of the Tenant or the Tenant's employees. In such case, the Tenant's liability for the payment of the rent and the performance of all the covenants, conditions and terms hereof on the Tenant's part to be performed shall continue. If the Tenant shall have been insured against any of the risks herein covered, then the proceeds of such insurance shall be paid over to the Property costing more than One Hundred Thousand Dollars Landlord to the extent of the Landlord' s cost and expenses to make the repairs hereunder, and such insurance carriers shall have no recourse against the Landlord for reimbursement. Notwithstanding the above, if the Landlord cannot repair the damages to the leased premises within a six ($100,000.006) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairmonth period, then neither party the Tenant shall have the right to terminate this Agreement by reason thereof Lease and the Closing rent shall take place without abatement be due and owing only up until the date of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees (a) If the Building and/or other improvements on the Premises (including mechanical systems and/or equipment used in the operation of the Building) are damaged or destroyed by fire or other casualty, Landlord shall, at its sole cost and expense, promptly and diligently commence and prosecute to give Purchaser prompt notice completion the repair, rebuilding, restoration or replacement (hereafter generically "restoration") of any the Building and/or other improvements on the Premises, so as to restore them within sixty (60) days after such casualty, to their respective conditions immediately before such damage or destruction. Provided however, that if such fire or other casualty occurs (i) during the last six (6) months of the then-current Term of this Lease, which Term Tenant has not extended pursuant to the Property costing express provision of this Lease, and it will take more than One Hundred Thousand Dollars sixty ($100,000.0060) days to repair and occurring between restore the Effective Date and damage or destruction measured from the Closing Date date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured casualty, or (without regard to deductiblesii) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairrenders all or a substantial portion of the Building untenantable, then neither party Landlord shall have the right to terminate this Agreement Lease (with equitable prorations of Rent for Tenant's possession of any tenantable portion of the Premises from and after the date of casualty and before the effective date of termination) by reason thereof giving Tenant written notice within thirty (30) days after the date of the fire or other casualty, and the Closing Lease shall take place without abatement be deemed to be terminated as of the Purchase Pricedate Tenant receives Landlord's notice, but Seller affording Tenant sufficient time and opportunity to remove its property from the Premises; and neither party shall assign to Purchaser at the Closing all of Seller’s interest in have any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable further liability to the period preceding other under the Closing DateLease except for obligations which were accrued and unpaid as of the date of the casualty, subject to appropriate set-offs, if any. For the purposes of this Article, thirty percent (30%) or more of the floor area of the Building shall be deemed to be a substantial portion of the Building. Landlord and Tenant agree that may any deviation plus or minus two percent (2%) from the definition of "substantial portion of the Building", shall be payable deemed to Seller on account be a de minimis deviation and the provisions of any this subparagraph shall remain operative. If such notice is given, Landlord shall have no obligation to restore. If Landlord fails to give written notice of termination within such thirty (30)-day period, Landlord shall be deemed to have elected to restore such damage in accordance with this Article. Under all circumstances, Rent shall equitably xxxxx as to those portions of the Building that are untenantable, from time to time, as a result of such fire or other casualty, . It shall be Landlord's responsibility to obtain its mortgagee's release of insurance proceeds for the extent such proceeds have purpose of making repairs and Landlord's consent not been previously expended or are otherwise required to reimburse Seller for actual expenditures apply any portion of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such insurance proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property mortgage loan except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser if the insurance proceeds exceed the cost of repairs and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)restoration.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of If the Premises or any part thereof shall be damaged by fire or other casualty casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Building shall be so damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement that substantial alteration or reconstruction of the Purchase PriceBuilding shall, but Seller in Landlord's sole option, be required (whether or not the Premises shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any been damaged by such fire or other casualty), or in the event any mortgagee under a first mortgage or first deed of trust covering the Building should require that the insurance proceeds payable as a result of said fire or other casualty be used to retire the mortgage debt Landlord may, at its option, terminate this Lease and the term and estate hereby granted by notifying Tenant in writing of such termination within sixty (60) days after the date of such damage or determination. If Landlord does not thus elect to terminate this Lease, Landlord shall within sixty (60) days after the date of such damage commence to repair and restore the Building and shall proceed with reasonable diligence to restore the Building (except that Landlord shall not be responsible for delays outside its control and the time period with which Landlord is obligated to commence and/or complete such repairs shall be extended by a period equal to such delay) to substantially the same condition in which it was immediately prior to the happening of the fire or other casualty, except that Landlord shall not be required to rebuild, repair, or replace any part of Tenant's furniture or furnishings or fixture and equipment removable by Tenant under the provisions of this Lease or any additions or improvements to the Diminished Premises made by Tenant at Tenant's expense, but such work shall to exceed the scope of the work done by Landlord at Landlord's expense in originally improving the Building nor shall Landlord in any event be required to spend for such work an amount in excess of the insurance proceeds actually received by Landlord as result of the fire or other casualty plus any deductible amount in excess of the insurance proceeds actually received by Landlord as a result of the fire or other casualty plus any deductible amounts thereunder. In addition, in the event of the occurrence of a casualty which is not insured under the casualty insurance requirements to be carried by Landlord pursuant to the terms hereof, Landlord shall have the option to terminate this Lease. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of rent during the time and to the extent the Premises are unfit for occupancy. If the Premises or any other portion of the Building be damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, servants employees, licensees, or invitees, the rent hereunder shall not be diminished during the repair of such damage, and Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of the Building caused thereby to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount cost and expense is not covered by insuranceinsurance proceeds. If any such Any insurance which may be carried by Landlord or Tenant against loss or damage due to fire the Building or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto Premises shall be released of all further obligations hereunder with respect to for the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount sole benefit of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price party carrying such insurance and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate under its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)sole control.

Fire or Other Casualty. Seller agrees In the event of extensive damage or destruction of, the Demised Premises, Landlord shall have the option either; (I) to give Purchaser prompt repair or rebuild the Demised Premises or (II) to terminate this lease by written notice to Tenant forwarded within sixty (60) days of any the occurrence of the fire or other casualty causing such extensive damage or destruction. Extensive damage or destruction shall be deemed to have occurred when the Property costing more than One Hundred Thousand Dollars cost or repairing the same exceeds twenty five percent ($100,000.0025%) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at appraised value of the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period Demised Premises immediately preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty. Tenant agrees to give the Landlord written notice of any damage to, or destruction of, the Demised Premises within five (5) days after occurrence thereof. If the demised Premises are so damaged as to be untenable or unfit for occupancy, or for formal conduct of business, and Tenant temporarily vacates the Demised Premises, then the rent hereby reserved shall be abated from the date of the casualty until said premises have been repaired or rebuilt and made fit for occupancy and use, (such repairs or restoration Landlord agrees to complete within approximately six months from the date of the Notice of such Casualty), or, if this Lease is terminated by Landlord as aforesaid, until the date of such transaction. It is agreed that the liability of Landlord, if any, hereunder shall be limited to repairing and restoring as promptly as is reasonable feasible the Demised Premises, excluding any leasehold improvements by Tenant, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made same condition it was in immediately prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to by fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided hereincasualty, and the Purchase Price that Landlord shall not be reduced by the estimated amount liable to repair such casualtyor restore any leasehold improvement installed by Tenant or fixtures, not to exceed Five Hundred Thousand Dollars ($500,000.00)equipment, inventory or other property brought upon the Demised Premises by Tenant, nor shall Landlord be responsible for any delays occasioned by causes beyond its control.

Fire or Other Casualty. Seller agrees If, in the event that at any time during the Sublease Term or such further time as Subtenant remains in possession of the Subleased Premises, by reason of fire or other casualty, either (a) the Subleased Premises shall be totally damaged or destroyed, or (b) a material portion of the Subleased Premises is rendered unsuitable for Subtenant's continued use and occupancy and Landlord does not elect within ninety (90) days to give Purchaser prompt make the required repairs or the damage to the Subleased Premises cannot reasonably be expected to be repaired within nine (9) months of the date of the casualty, Sublandlord or Subtenant may elect to terminate this Sublease forthwith upon written notice to the other delivered no later than ninety (90) days after such casualty. This Sublease shall automatically terminate if the Xxxxxxxxx is terminated by Landlord as a result of any such casualty. In the event that Landlord does not terminate the Xxxxxxxxx, or if Sublandlord or Subtenant do not elect to terminate this Sublease, or if such fire or other casualty does not damage a material portion of the Subleased Premises so as to render it unsuitable for Subtenant's continued use and occupancy, then this Sublease shall remain in full force and effect and Sublandlord shall use reasonable efforts to cause Landlord to repair or rebuild the Subleased Premises so as to restore them to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, condition they were in immediately prior to Closingsuch damage, destruction or demolition within nine (9) months of the Property is damaged by fire date of the casualty. There shall be a reasonable abatement of the Rent payable hereunder from the time of the damage or other casualty which is fully insured (without regard destruction until completion of the repairs or rebuilding. If the insurance proceeds are not sufficient for Landlord to deductibles) restore the Subleased Premises and would cost less than Five Hundred Thousand Dollars ($500,000.00) Landlord and require less than 180 days Sublandlord are unwilling to repair, contribute the additional funds required for such restoration then neither party Subtenant shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign Sublease forthwith upon notice to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together Sublandlord with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all neither party having further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit recourse against the Purchase Price equal other. In repairing or restoring the Subleased Premises, Sublandlord shall not be responsible for any delay which may result from governmental regulations, inability to the amount of the applicable deductible. If, prior to Closing, obtain labor or materials or any Property is damaged by fire other cause beyond Landlord's or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Sublandlord's reasonable control.

Fire or Other Casualty. Seller agrees In the event of damage to give Purchaser prompt notice or destruction of any the Premises or the Building, or the entrances and other common facilities necessary to provide normal access to the Premises, caused by fire or other casualty, Tenant shall provide immediate notice thereof to landlord, and Landlord shall make repairs and restorations as hereafter expressly provided, unless this Lease shall be terminated by Landlord or unless any mortgagee which is entitled to receive casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the Property costing cost of such repairs and restoration. If (i) the damage is of such nature or extent, in the reasonable judgment of Landlord's architect, the more than One Hundred Thousand Dollars one hundred fifty ($100,000.00150) consecutive days, after the date of the casualty, would be required (with normal work crews and hours) to repair and occurring between restore the Effective Date part of the Premises or Building which has been damage, or (ii) a substantial portion of the Premises or the Building is so damaged that, in Landlord's sole judgment, it is uneconomic to restore or repair the premises or the building, as the case may be, Landlord shall so advise Tenant within thirty (30) days of the date of the casualty; and the Closing Date Landlord or Tenant, for a period of which Seller has knowledge. Iftwenty (20) days thereafter, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement Lease by reason thereof and written notice to the Closing shall take place without abatement other, as of the Purchase Pricedate specified in such notice, but Seller which termination date shall assign to Purchaser at be no later than thirty (30) days after the Closing all date of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to such notice. In the period preceding the Closing Date) that may be payable to Seller on account event of any such fire or other casualty, if this Lease is not terminated pursuant to the extent terms of this Section 17, and if (i) sufficient casualty insurance proceeds are available for use for such proceeds have not been previously expended restoration or are otherwise required repair, and (ii) this Lease is then in full effect, landlord shall proceed promptly and diligently to reimburse Seller for actual expenditures of restoration made restore the Premises to its substantially similar condition prior to the Closing Dateoccurrence of the damage, plus Seller provided that Landlord shall credit the amount not be obligated to repair or restore any alterations, additions or fixtures which Tenant or any other Tenant may have installed unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all costs which may be incurred by Landlord in connection therewith. Landlord shall not insure any deductibles under any policies related to such proceeds improvements or alterations to the Purchase Price together with Premises in excess of Standard Tenant Work, or any amount not covered by insurancefixtures, equipment or other property of Tenant. Tenant shall, at its sole expense, insure the value of its leasehold improvements, fixtures, equipment or other property located in the Premises, for the purpose of providing funds to Landlord to repair and restore the Premises to its substantially similar condition prior to occurrence of the damage. If there be any such alteration, fixtures or additions and Tenant does not assure or agree to assure payment of the cost or restoration or repair as aforesaid, Landlord shall have the right to determined the manner in which the Premises shall be restored so as to be substantially the same as the Premises existed prior to the damage due occurring, as if such alterations, additions or fixtures had not been made or installed. The validity and effect of this Lease shall not be impaired in any way by, the Landlord shall have no liability as a result of, the failure of Landlord to complete repairs and restoration of the Premises or of the Building within one hundred fifty (150) consecutive days after commencement of work, even if Landlord had in good faith notified Tenant that it estimated that the repair and restoration would be completed within such period, provide that Landlord proceeds diligently with such repair and restoration and prosecutes the same diligently to completion. Notwithstanding the foregoing, in the event the restoration of the Premises is not substantially complete with two hundred ten (210) days from the date of casualty, Tenant shall have the right to terminate this Lease, by delivering written notice to Landlord on or before two hundred twenty (220) days from the date of the casualty. In the case of damage to the Premises not caused by the negligence or willful misconduct of the Tenant or any of its agents, employees or invitees, and which is of a nature or extent that Tenant's continued occupancy is substantially abated or adjusted for the duration of such impairment. In no event, however, shall any damages be payable by Landlord to Tenant in respect of business interruption resulting from any fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto Premises or Building. Tenant shall be released responsible to insure and/or repair all of Tenant's leasehold improvements and all further obligations hereunder with respect to equipment, fixtures and personal property located in the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Premises.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire In the event that the Building should be totally destroyed by fire, tornado or other casualty to or in the Property costing more than One Hundred Thousand Dollars event the Leased Premises or the Building should be so damaged that rebuilding or repairs cannot be completed within ninety ($100,000.0090) to repair and occurring between days after the Effective Date and the Closing Date date of which Seller has knowledge. Ifsuch damage, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither either party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser hereto may terminate this Agreement Lease by delivering written notice given of said termination to Seller the other party within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earliersuch damage, in which case event the parties hereto Basic Rent and all other charges payable by Tenant hereunder shall be released abated during the unexpired portion of all further obligations hereunder this Lease effective with respect the date of such damage. In the event the Building or the Leased Premises should be damaged by fire, tornado or other casualty covered by Landlord's insurance, but only to such extent that rebuilding or repairs can be completed within ninety (90) days after the date of such damage, or if the damage should be more serious but neither party elects to terminate this Lease, in either such event Landlord shall within thirty (30) days after the date of such damage commence to rebuild or repair the Building and/or the Leased Premises and shall proceed with reasonable diligence to restore the Building and/or Leased Premises to substantially the same condition in which it was immediately prior to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount happening of the insured loss casualty, except that Landlord shall not be required to expend in excess of available insurance proceeds or rebuild, repair or replace any part of the furniture, equipment, fixtures and other improvements which may have been placed by Tenant or other occupants within the Building or the Leased Premises. Landlord shall allow Tenant a fair diminution of rent during the time required the Leased Premises are unfit for repairsoccupancy for their intended purpose. In the event any mortgagee under a deed of trust, security agreement or mortgage on the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser Building should require that the insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to rebuild and grant this Lease shall terminate upon notice to Purchaser a credit Tenant. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against the Purchase Price equal loss or damage to the amount Building or to the Leased Premises shall be for the sole benefit of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured party carrying such insurance and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate under its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)sole control.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to If the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Demised Premises shall be partially damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairunder Landlord's insurance policies, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement upon Landlord's receipt of the Purchase Priceinsurance proceeds, but Seller shall assign to Purchaser at Landlord shall, except as otherwise provided herein, repair and restore the Closing all same (exclusive of Seller’s interest in any insurance proceeds (except use Tenant's fixtures, equipment, decorations, signs and occupancy insurance, rent loss and business interruption insurance, contents and any similar insurance, attributable of Tenant's work described in EXHIBIT B hereto) substantially to the period preceding the Closing Date) that may be payable condition thereof immediately prior to Seller on account of any such fire damage or other casualtydestruction; limited, however, to the extent of the insurance proceeds received in hand by Landlord therefor. If by reason of such proceeds have not been previously expended occurrence, (a) the Building or the Demised Premises are otherwise required to reimburse Seller for actual expenditures damaged in whole or in part as a result of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount a risk which is not covered by insurance. If any such damage due Landlord's insurance policies; or (b) the Building or the Demised Premises are damaged to fire or other casualty is insured and would cost in excess an extent of Five Hundred Thousand Dollars thirty percent ($500,000.0030%) or require more than 180 days of the then replacement value thereof; or (c) any or all of said buildings or the Common Areas of the Building are damaged (whether or not the Demised Premises are damaged) to repairsuch an extent that the Building cannot in the sole judgment of Landlord be operated as an integral unit; or (d) any mortgagee or deed of trust holder requires that any of Landlord's insurance proceeds be applied to reduce Landlord's loan balance, then Purchaser in any of such events, Landlord may terminate elect either to repair the damage as aforesaid, or cancel this Agreement Lease by written notice of cancellation given to Seller Tenant within ten sixty (1060) days after Seller has given Purchaser the date of such occurrence, and thereupon this Lease shall cease and terminate with the same force and effect as though the date set forth in Landlord's said notice were the date herein fixed for the expiration of the term hereof and Tenant shall immediately vacate and surrender the Demised Premises to Landlord. In addition, Tenant may also terminate this Lease, by written notice to Landlord (i) if prior to beginning the restoration, Landlord cannot provide assurances satisfactory to Tenant that such restoration can be completed within one hundred twenty (120) days following the casualty or (ii) at any time between the one hundred twenty-first (121st) and one hundred thirty-fifth (135th) days after the occurrence of any such casualty, if Landlord shall fail to restore the damaged portions of the Demised Premises within one hundred twenty (120) days after such casualty. However, if Landlord is prevented by any cause beyond its reasonable control, from completing the restoration within said one hundred twenty (120) day period, and if Landlord shall provide Tenant with written notice of damage or casualty referred such cause for delay within fifteen (15) days after the occurrence thereof, then Landlord shall have an additional period beyond said one hundred twenty (120) days, equal to in this Section 7.1, or on the Closing Date, whichever period Landlord is earlierdelayed by causes beyond its reasonable control, in which case to restore the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount damaged areas of the insured loss or the time required for repairsDemised Premises, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser Tenant may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant Lease until said additional period has expired with Landlord having failed to complete such restoration. In such case, Tenant's fifteen (15) day right of termination shall begin to run upon the immediately preceding sentenceexpiration of Landlord's additional period for restoration. Upon the termination of this Lease, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then Tenant's liability for the Closing Rent and other charges reserved hereunder shall take place cease as provided herein, and of the Purchase Price shall be reduced by effective date of the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)termination of this Lease.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire If the Premises or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Building shall be damaged or destroyed by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repaircasualty, then neither party Landlord shall repair or restore the Premises and the Building with reasonable diligence (subject to delays caused by reason of strikes, lookouts, labor troubles, inability to procure materials, failure of power or other reasons of a like nature not the fault of Landlord), and during the period of such restoration or repair the Base Rent shall equitably abate to the extent the Premises are materially affected thereby; PRXXXXXD, HOWEVER, in the event of any such casualty damage renders the Building more than fifty percent (50%) untenantable Landlord shall have the right to terminate this Agreement Lease by giving notice thereof to Tenant within thirty (30) days following the occurrence of such casualty, and if Landlord so elects, (i) Landlord shall have no obligation to repair or restore the Premises or the Building, (ii) this Lease shall automatically terminate as of the day of such notice, (iii) the Base Rent, additional rent and other charges shall be adjusted as of the date of the occurrence of such casualty and (iv) neither party shall have any liability by reason thereof and of such termination. In the Closing event Landlord intends to restore, it shall take place without abatement notify Tenant within forty-five (45) days after the date of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurancedamage. If any such damage due restoration cannot reasonably be completed within one hundred twenty (120) days of the date the Landlord notifies Tenant of its intention to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days restore, Tenant shall have the option to repair, then Purchaser may terminate this Agreement the Lease by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred Landlord unless Landlord provides Tenant comparable quality and size office space with parking, all reasonably acceptable to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Tenant.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice If the Leased Premises, or any other portion of any fire the Building including areas of ingress and egress, shall, through no fault of Tenant or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. IfTenant's agents, prior to Closingservants, employees, customers, contractors, visitors or licensees, be damaged by fire, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairelements, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire unavoidable accident or other casualty, but the Leased Premises are not thereby rendered untenantable in whole or in part, Landlord shall promptly at its own expense cause such damage to be repaired, and the rent shall not be abated; if by reason of such occurrence, the Leased Premises shall be rendered untenantable only in part, Landlord shall promptly at its own expense cause the damage to the extent such proceeds have not been previously expended or are otherwise required Leased Premises to reimburse Seller for actual expenditures of restoration made prior be repaired substantially to the Closing Datecondition at the Date of Possession, plus Seller (but not for Tenant Improvements that are not a part of Landlord's Work unless Tenant pays Landlord for the cost thereof) and the rent meanwhile shall credit the amount of any deductibles under any policies related to such proceeds be abated proportionately as to the Purchase Price together with any amount not covered portion of the Leased Premises rendered untenantable; if by insurance. If any reason of such occurrence the Leased Premises shall be rendered wholly untenantable, Landlord shall promptly at is own expense cause such damage due to fire or other casualty is insured be repaired substantially to the condition at the Date of Possession, (but not for Tenant Improvements that are not a part of Landlord's Work unless Tenant pays Landlord for the cost thereof) and would cost the rent meanwhile shall be abated in excess of Five Hundred Thousand Dollars whole, unless within sixty ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (1060) days after Seller said occurrence Landlord shall give Tenant written notice that it has given Purchaser elected not to reconstruct the notice destroyed Leased Premises in which event, this Agreement and the tenancy hereby created shall cease as of damage the date of said occurrence, the rental to be adjusted as of such date. All of the above notwithstanding, if Landlord, in its absolute discretion, shall desire, within a reasonable time after the occurrence of any such accident or casualty referred (even though the Leased Premises may not have been affected by the same) to demolish, rebuild or reconstruct the Building, then, upon written notice from Landlord to Tenant, this Agreement shall terminate on a date to be specified in this Section 7.1such notice, or on the Closing Date, whichever is earlier, in which case the parties hereto and all rent payable hereunder shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount adjusted as of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount occurrence of the applicable deductible. If, prior to Closing, any Property is damaged by fire such accident or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductibledeductible plus any amount not covered by insurance. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. In the event of such termination, the Second Deposit shall be refunded by the Escrow Agent to Purchaser. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00).

Fire or Other Casualty. Seller Tenant agrees to give Purchaser prompt notice to Landlord of any damage or destruction of the Leased Premises by fire or other casualty to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledgecasualty. If, prior to Closingduring the Lease Term, or any renewal or extension thereof, the Property is Building and/or the Leased Premises are so damaged by fire or other casualty which is fully insured (without regard that in Landlord's sole determination the Leased Premises are rendered unfit for occupancy, then, at Landlord's option and upon written notice thereof to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairTenant, then neither party the Lease Term shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement as of the Purchase Price, but Seller shall assign to Purchaser at date of the Closing all occurrence of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurancesuch damage, and any similar insurance, attributable Tenant shall pay to Landlord Rent apportioned to the period preceding date of termination, and Landlord may enter upon and repossess the Closing Date) that may be payable Leased Premises without further notice to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price together with any amount not covered by insuranceTenant. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser Landlord does not elect to terminate its obligations the Lease Term as aforesaid, then Landlord shall repair and restore the Building and/or the Leased Premises and Landlord may enter and possess the Leased Premises for that purpose, and if Tenant is deprived of the Leased Premises during such repairs and restoration, then Annual Fixed Rent only shall be equitably reduced, apportioned or suspended during the period of time for such repairs and restoration. Notwithstanding anything herein contained, Tenant may cancel and terminate this Lease in the event that "substantial Completion" of the Leased Premises would, in Landlord's reasonable judgment, take more than 365 days from the date of casualty, provided that Landlord has not previously supplied Tenant with comparable space elsewhere in the Office Park. If, during the Lease Term, or any renewal or extension thereof, the Premises and/or the Building are so damaged by fire or other casualty that such damage does not render the Premises unfit for occupancy, then Landlord will promptly and in a good and workmanlike manner repair whatever portion, if any, of the Premises or of the Building which may have been damaged, and during such repairs Tenant with Landlord's consent, and the consent of applicable insurance companies and governmental authorities, may continue in possession of the Premises and Annual Fixed Rent and the Additional Rent will not be reduced, apportioned or suspended, except proportionately to the areas of the Premises which has been damaged and reasonably cannot be utilized by Tenant until the repairs are completed. Notwithstanding any other provisions of this Section, if any damage is caused by or results from, the negligence of Tenant, those claiming under this Agreement Tenant, or their employees, servants, officers, contractors or invitees, respectively, Rent shall not be reduced, suspended or apportioned and Tenant shall pay, as Additional Rent hereunder upon demand by Landlord, the cost of any repairs and/or restorations, made or to be made, as a result of such damage to the extent such repairs are not covered by the insurance Tenant is required to maintain pursuant to Section 17 of this Lease and are not covered by Landlord's insurance on the immediately preceding sentenceBuilding, including any applicable Landlord deductibles. Tenant acknowledges notice from Landlord that (i) while Landlord shall maintain appropriate insurance on the Building, which will extend to those components of the Improvements which become part thereof, Landlord shall not obtain insurance of any kind on Tenant's alterations or improvements as may be made by Tenant as referenced in Section 9, or upon any of Tenant's fixtures, equipment and furniture, (ii) it is Tenant's obligation to obtain such insurance at Tenant's sole cost and expense, and (iii) Landlord shall not be obligated to repair any damage thereto or replace the same unless such damage is caused by the intentional act or gross negligence of Landlord, its agents or employees. If in the event of any damage to the Leased Premises and/or the Building, the available insurance proceeds are insufficient to repair and/or restore the Building and/or Leased Premises, or if any uninsured mortgagee of the Building shall not permit the application of adequate insurance proceeds for repair and/or restoration, or if the casualty not be of the type insured against under standard fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) policies with extended type coverage, the Lease Term shall, at the option of Landlord and upon written notice to repairTenant, then terminate as of the Closing shall take place as provided herein, and date of the Purchase Price shall be reduced by the estimated amount to repair occurrence of such casualty, not Tenant shall pay to exceed Five Hundred Thousand Dollars ($500,000.00)Landlord Rent apportioned to the date of termination, and Landlord may enter upon and repossess the Leased Premises without further notice to Tenant.

Fire or Other Casualty. Seller Subject to provisions of the next sentence, Landlord agrees to give Purchaser prompt notice that if before or during the term of any fire or other casualty to this Lease the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is Leased Premises shall be damaged by fire or other casualty casualty, not occasioned by the act of tenant or the servants, licensees, invitees or agents of Tenant, Landlord will cause the Leased Premises to be repaired with reasonable dispatch after actual notice to it of the damage, due allowance to be made for any delay resulting from any cause beyond Landlord's reasonable control; provided, however, that Landlord shall not be required to repair or replace any property which is fully insured Tenant may be entitled to remove or which Landlord may require Tenant to remove from the Leased Premises pursuant to Paragraph 13, above; and provided further, that during the time, if any, that the Leased Premises are unfit for occupancy by Tenant, the Base Monthly Rental and additional rent shall xxxxx pro rata (based upon the amount of said Leased Premises being untenantable) without regard the Term Expiration of the Lease being extended. However, if Landlord in its sole discretion decides not to deductibles) cause the Leased Premises to be repaired and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repairrestored, then neither party shall have the right Landlord may terminate this Lease by notifying Tenant within a reasonable time after such damage of Landlord's election to terminate this Agreement by reason thereof lease, immediately if the Term shall not have commenced, or on a date to be specified in such notice if during the Term. In the event of the giving of such notice during the Term, this Lease shall expire and all interest of Tenant in the Leased Premises shall terminate on the date specified in such notice, and the Closing Base Monthly Rental shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use be apportioned and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable paid up to the period preceding the Closing Date) that may be payable to Seller on account time of any such fire or other casualtycasualty if the Leased Premises are damaged, or up to the extent specified date of termination if the Leased Premises are not damaged. If the Leased Premises is not repaired within ninety (90) days after actual written notice to Landlord of the casualty (or such proceeds have not been previously expended or are otherwise longer period as is reasonable required by Landlord to reimburse Seller for actual expenditures of restoration made prior repair such damage), Tenant may terminate this Lease within fifteen (15) days by written notice to Landlord. Tenant fully assumes the Closing Date, plus Seller shall credit the amount risk of any deductibles under damage to all personal property of Tenant from time to time situated in the Leased Premises. Tenant shall have no right or claim to any policies related part of any insurance proceeds made to or received by Landlord for such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire or other casualty is insured and would cost in excess or against Landlord for the value of Five Hundred Thousand Dollars ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination any unexpired term of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00)Lease.

Fire or Other Casualty. Seller agrees to give Purchaser prompt notice In case of any fire or other casualty damage to the Property costing more than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged Demised Premises by fire or other casualty which is fully insured (without regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance, attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, Tenant shall promptly give notice thereof to Landlord. In case of damage to the extent such proceeds have not been previously expended Building, the Demised Premises or are otherwise required the Parking Facilities by fire or other casualty, Landlord shall, unless Landlord elects to reimburse Seller for actual expenditures terminate this Lease as described below, and subject to the rights of Landlord's Mortgagees, thereupon undertake the repair and restoration made of: (a) the Building, to substantially the same condition as existed prior to the Closing casualty; provided that Landlord is not obligated to restore any portion of the Building or Parking Facilities not necessary for Tenant's use of the Demised Premises (hereinafter the "Excluded Area"); and (b) the Demised Premises, to substantially the condition in which Landlord was obligated to deliver the Demised Premises to Tenant on the Rental Commencement Date, plus Seller at the expense of Landlord, subject to delays which may arise by reason of adjustment of loss under insurance policies and for delays beyond the reasonable control of Landlord; provided, however, that Landlord shall credit not be obligated to restore the amount Demised Premises if adequate insurance proceeds are not available to Landlord to complete such work. The Minimum Annual Rent payable by Tenant hereunder shall be equitably apportioned during the period of any deductibles under any policies related to such proceeds to Landlord's repair and/or restoration of the Purchase Price together Demised Premises in accordance with any amount not covered by insurancethe portion of the Demised Premises, which has been rendered untenantable. If any Landlord elects to make such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars repairs, Tenant shall, within thirty ($500,000.00) or require more than 180 days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (1030) days after Seller has given Purchaser completion by Landlord of such repair and/or restoration, at Tenant's sole cost and expense, commence to repair or restore the notice remainder of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect Demised Premises to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, condition it was in prior to Closing, any Property is damaged by such fire or casualty (which is uninsured and would cost Five Hundred Thousand Dollars work shall be completed by Tenant within one hundred twenty ($500,000.00120) days of commencement). In the event that Landlord, in Landlord's discretion, shall decidx xxx xx repair or more rebuild the Demised Premises, the Building or the Parking Facilities, Landlord shall deliver written notice to repair, then Purchaser may Tenant of its election to terminate this Agreement by written notice given to Seller Lease within ten ninety (1090) days after Seller has given Purchaser Landlord is notified of the notice casualty, and this Lease shall terminate as of damage or casualty or on the Closing Datedate specified in such notice, whichever is earlier, in which case the parties hereto date shall not be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Purchaser does not elect to terminate its obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost less more than Five Hundred Thousand Dollars ninety ($500,000.0090) to repair, then the Closing shall take place as provided hereindays thereafter, and the Purchase Price Rent (taking into account any apportionment as aforesaid) shall be reduced by adjusted to the estimated amount to repair such casualtytermination date, not to exceed Five Hundred Thousand Dollars ($500,000.00)and Tenant shall thereupon promptly vacate the Demised Premises.