Common use of Termination Right Clause in Contracts

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereof.”

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days with from the conduct by Tenant date of its business at the Premises (providedcasualty, up Landlord shall give prompt notice thereof to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either partyTenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following ten (10) 10 days written notice to the other partyLandlord, may terminate this Lease effective thirty (30) 30 days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s 's business at the Premises. Abatement of rent and Tenant’s 's right of termination pursuant to this provision shall be Tenant’s 's sole remedy with respect for failure of Landlord to any such damage regardless keep in good order, condition and repair the foundations structural supports and exterior walls of the cause Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereof.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises or is such that, in the Building shall opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises for a period exceeding ninety (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (18090) consecutive day period to account for time Landlord may require to obtain permits for such repairs)days, then either party, at any time prior to commencement of repair of the Premises and following Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days written notice to after Tenant receives the other partyEstimated Time Notice (time being of the essence), may terminate this Lease which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the other party. Within forty five Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (4590) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days following the occurrence (excluding delays caused by events of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlordforce majeure), then Landlord shall have the right to Tenant may terminate this Lease by delivering sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any Landlord. No such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect only remedies for failure of Landlord to any such damage regardless keep in good order, condition and repair the foundations and exterior walls of the cause thereofBuilding, Building roof, utility systems outside the Building, the Common Areas and HVAC.”

Termination Right. Tenant shall give Landlord immediate prompt written notice of any damage to the Premises of which Tenant is actually aware. Landlord shall promptly give Tenant written notice of any damage to the Premises of which Landlord is actually aware, which notice shall include the reasonable estimate for the time period required to repair or restore the Premises, as determined by Landlord’s construction consultant. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty during the last two (1802) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair years of the Premises Term or if the estimated time for restoration or repair exceeds 180 days, Tenant may, within 10 business days after Tenant’s receipt of Landlord’s notice and following ten (10) days estimate, terminate this Lease by written notice to the other partyLandlord, may terminate this Lease effective thirty (30) 30 days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant either party of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect for failure of Landlord to any such damage regardless keep in good order, condition and repair the foundations and exterior walls of the cause thereofBuilding, Building roof, utility systems outside the Building and the Common Areas in the event of any damage to the Premises pursuant to this Paragraph 9.1.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty upon ninety (6090) days after the date of notice to Tenant in the event Landlord receives notice from any of any Landlord's insurance carriers that such eventcarrier intends to cancel its insurance on the Building, or to increase the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice, due to the activities of Tenant or the presence of Tenant in the Building; provided, however, that if Landlord receives written notice from its insurance carrier that such carrier intends to cancel its insurance on the Building or to increase the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice and Landlord is provided with the opportunity to cure such condition or circumstance by a specific date in order to avoid such cancellation or increase, Landlord shall, within two (2) business days following Landlord's receipt of same, provide Tenant with a copy of such notice and Tenant shall have the right to effect the cure of such condition or circumstance prior to the date specified in the insurance carrier's notice to Landlord. Such termination However, Landlord shall not excuse terminate this Lease in the performance event Landlord is able, with good faith efforts, to obtain equivalent insurance from an insurance carrier satisfactory to Landlord at a premium not more than one hundred percent (100%) greater than the premium for the canceled insurance; provided that Tenant shall reimburse Landlord for all additional premiums charged to Landlord by Tenant of those covenants which under the terms hereof survive terminationsuch new insurance carrier. Rent shall be abated in proportion Notwithstanding anything to the degree of interference during contrary set forth in this ▇▇▇▇▇▇▇▇▇ ▇▇.▇, ▇▇▇▇▇▇▇▇ shall not have the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination to terminate this Lease pursuant to this provision shall be Paragraph 22.6 based upon Landlord's insurance carrier's intended cancellation of its insurance on the Building or intended increase in the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice if Tenant’s sole remedy 's use of the Demised Premises is in accordance with the provisions of Paragraph 12 hereof regarding use of the Demised Premises and Tenant is otherwise in compliance with all of its obligations under this Lease and under all laws and governmental regulations which are applicable with respect to any such damage regardless of the cause thereofDemised Premises.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for have a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for one-time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice to Landlord at any time prior to 5:00 pm on July 30, 2004. Within ten days of receipt of such termination notice, Landlord shall provide to Tenant an invoice consisting of the sum of all costs associated with architectural drawings, engineering fees, and space planning fees incurred by Landlord between June 30, 2004 and the termination date and related to the preparation of the Premises for Tenant's occupancy, if any (the "Termination Fee"). Tenant shall pay to Landlord the Termination Fee within sixty (60) ten days after the date of receipt of notice from Landlord. Notwithstanding the foregoing, Tenant understands and agrees that Landlord shall continue to offer the Premises for occupancy to other prospective tenants through July 30, 2004. Should Landlord receive a bona fide offer from another prospective tenant to lease no less than 10,000 square feet of the Premises at any time through July 16, 2004, then Landlord shall notify Tenant of any such eventoffer. Such Within seven business days of receipt of such notice, Tenant shall notify Landlord of its election either to 1) terminate this Lease, or 2) waive its right to terminate this Lease. Should Tenant elect to terminate this Lease, then Tenant shall pay Landlord the Termination Fee as described above; if any. Tenant's failure to respond to Landlord's notice within seven business days shall constitute Tenant's waiver of its right to terminate this Lease, and Landlord shall proceed to prepare the Premises for Tenant's occupancy as if Tenant had no termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereofright.”

Termination Right. Tenant shall give Landlord immediate written notice If Lessee (or a Permitted Assignee of any damage Lessee) and Lessor (or Menlo Park Portfolio II, LLC, hereinafter referred to as “MPP”) fully execute and deliver a lease (or leases) for space consisting of no less than a total amount of ninety thousand (90,000) rentable square feet of space in a building or buildings identified on Schedule 1 attached hereto (the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs"Expansion Lease"), then either upon further terms mutually acceptable to each party in each party, at any time prior to commencement of repair of the Premises 's sole and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlordabsolute discretion, then Landlord shall have the Lessee has a one-time right to elect to terminate this the Lease by delivering written notice to Lessor (the "Termination Notice") concurrently with or prior to Lessee's delivery of the executed Expansion Lease to Lessor (or MPP, but Lessee’s notice shall be conditioned upon Lessor’s or MPP’s execution and delivery of the Expansion Lease to Lessee), which termination to Tenant within sixty (60) days after shall be effective as of the commencement date of notice to Tenant the Expansion Lease (the "Termination Date"), and shall be without the payment of any such eventtermination penalty or fee by Lessee. Such termination Provided that Lessee timely elects to terminate the Lease in accordance with this Section 7, the Lease shall not excuse the performance by Tenant automatically terminate and be of those covenants which no further force or effect, and Lessor and Lessee shall be relieved of their respective obligations under the terms hereof survive termination. Rent shall be abated in proportion to Lease, as of the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy Termination Date, except with respect to any such damage regardless those obligations set forth in the Lease that specifically survive the expiration or earlier termination of the cause thereofLease, including, without limitation, Lessee’s obligation to pay Rent and all amounts owed by Lessee under the Lease, and to perform all other lease obligations for the period up to the Termination Date. Lessee’s right to terminate shall be conditioned upon Lessee not being in default, after expiration of applicable notice and cure periods, under the Lease on the date Lessee provides the Termination Notice or the Termination Date. If Lessee does not exercise its termination right concurrently with or prior to Lessee’s delivery of the executed Expansion Lease to Lessor (or MPP), then Lessee’s termination right shall expire automatically and shall have no further force or effect without necessity of notice or other action by Lessor. Lessee acknowledges and agrees that this provision does not provide Lessee with any right or preferential right to lease space in any building identified on Schedule 1, including without limitation, any rights of first refusal, rights of first offer or other rights to lease such space. Additionally, Lessor does not guarantee any availability of space in any building identified on Schedule 1 and Lessor retains the right to renovate, demolish or otherwise modify any existing buildings identified on Schedule 1 prior to execution of the Expansion Lease.”

Termination Right. Tenant hereby grants to Landlord an ongoing right to terminate the Lease with respect to all or any full floor of the Premises, which right may be exercised on multiple occasions during the remaining Lease Term (the “Landlord Termination Right”). Landlord shall give exercise the Landlord immediate Termination Right by delivering not less than 90- days prior written notice of any damage to Tenant (the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs“Termination Notice”), then either party, at any time prior to commencement of repair which Termination Notice shall indicate (i) the full floor or floors of the Premises and following ten as to which Landlord is electing to terminate the Lease (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness“Terminated Space”), and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have (ii) the right to terminate this Lease by delivering written notice elected date of termination to Tenant within sixty (60the “Termination Date”) which Termination Date shall not be less than 90-days nor more than twelve (12) months after the date of notice delivery of the Termination Notice. If Landlord exercises the Landlord Termination Right as provided above, then the Lease shall terminate and be of no further force or effect with respect to the Terminated Space as of the Termination Date, and Landlord and Tenant shall be relieved of any such event. Such their respective obligations under the Lease with respect to the Terminated Space, except those obligations under the Lease which expressly survive the expiration or earlier termination shall not excuse of the performance Lease (including, without limitation, the payment by Tenant of those covenants which all amounts owed by Tenant under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy Lease with respect to any such damage regardless the Terminated Space through and including the Termination Date). Without limiting the generality of the cause thereofforegoing, ▇▇▇▇▇▇ shall vacate and surrender possession of the Terminated Space to Landlord on or before such Termination Date in the condition otherwise required to be vacated and surrendered at the end of the Lease Term. In the event Tenant fails to so surrender the Terminated Space to Landlord on or before the Termination Date, the holdover provisions of Article 16 of the Office Lease shall apply (it being understood and agreed that any holdover rent for purposes of Terminated Space will be based upon, and limited to, the rentable square footage of the Terminated Space).”

Termination Right. Tenant shall give Landlord immediate written notice Upon the occurrence of any damage an Event of Default, Landlord, in its sole discretion, may terminate immediately (1) this Lease with respect to the Premises. Subject to the provisions all of Paragraph 9.2, if the Premises or (2) this Lease with respect to any Facility at or with respect to which the Building shall be damaged Event of Default exists, by delivery to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate intent to terminate (any termination under such clause (2), a “Limited Termination Election”). Upon delivery of the time required to complete repairs any such notice of termination, all of Tenant’s rights under this Lease shall cease as to the Premises. Further, if any particular portion of the Premises is damaged specified in such notice, and is not fully covered by the aggregate if less than all of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that are identified in the insurance proceeds notice, the provisions of Section 8.2.10 shall apply. Without limiting the foregoing, if Landlord makes a Limited Termination Election, the deletion of the applicable Facility from this Lease shall be applied absolutely without limitation of each Tenant’s continuing obligation (on a joint and several basis) for the damages and other amounts owing on account of the Event of Default giving rise to the deletion from this Lease of such Facility or the termination of this Lease as to such indebtednessFacility. Notwithstanding anything to the contrary herein, in the case of an Event of Default described in Section 8.1.3, Section 8.1.8 or Section 8.1.10 , (i) that solely relates to one or more single Facilities and that would not involve the creation of a lien against any Ardent Party other than the Tenants of such Facilities (ii) that would not cause a material adverse effect with respect to Facilities comprising more than 20% of Combined Facility EBITDARM for the most recently reported 12 month period, it being agreed that for purposes of such calculations, Consolidated EBITDAR shall be adjusted on a pro forma basis for any Specified Transactions occurring during such period as if such Specified Transaction had occurred as of the first day of such period, and (iii) so long as Tenant does not voluntarily contribute any shortfall thereof to Landlordis in compliance with the Portfolio Coverage Ratio and Guarantor is in compliance with the Consolidated Guarantor Fixed Charge Coverage Ratio and Consolidated Guarantor Leverage Ratio, then taking into account the removal of such Facilities on a Pro Forma Basis for the reduction of Consolidated EBITDAR for the entirety of the measured period (such Facilities, the “Terminable Facilities”), Landlord shall only be permitted to exercise the foregoing remedies and terminate this Lease as to the Terminable Facilities and/or exercise any other remedies available to it under this Lease, but shall not have the right to terminate the Lease as to any Facilities other than the Terminable Facilities on account of such Event of Default; provided, however, following the termination of this Lease by delivering written notice of termination as to Tenant within sixty any two (602) days after Facilities, upon the date of notice to Tenant occurrence of any subsequent Event of Default, Landlord shall be entitled to either (I) terminate this Lease in its entirety as contemplated above or (II) exercise the foregoing remedies and terminate this Lease solely as to the Terminable Facilities, and exercise any and all other remedies available to Landlord. Following the termination of this Lease as to any Terminable Facility, (x) to the extent Landlord exercises its right to accelerate the payment of Minimum Rent with respect to such event. Such Terminable Facility (which right, for the avoidance of doubt, Landlord may only exercise in connection with the termination of this Lease as to any Terminable Facility), thereafter the Minimum Rent payable shall not excuse be reduced by an amount equal to the performance by Tenant Allocated Facility Rent for such Terminable Facility (provided that the foregoing Rent reduction shall in no way prevent Landlord from suing for damages in accordance with this Section 8), (y) for the purpose of those covenants which under determining the terms hereof survive termination. Portfolio Coverage Ratio, the Minimum Rent shall be abated in proportion deemed to be reduced by an amount equal to the degree Allocated Facility Rent for such Terminable Facility (regardless of interference during whether or not Landlord exercises its right to accelerate the period that there is such substantial interference with the conduct payment of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy Minimum Rent with respect to any such damage regardless Terminable Facility) and (z) Tenant shall have no further obligation to perform and observe all of the cause thereof.”terms, covenants and conditions of this Lease that it would be otherwise required to undertake as tenant and operator of such Terminable Facility. Notwithstanding anything to the contrary herein, Landlord shall not be entitled to (a)

Termination Right. During the Term, Tenant and Landlord shall give Landlord immediate written notice of any damage have the Termination Right as follows: (a) In the event Tenant determines in its sole discretion that it is either unable to or unwilling to construct the Premises. Subject to the provisions of Paragraph 9.2Soundstage, if Office Space, or Related Improvements on the Premises or within one (1) year of the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs)Effective Date, then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering upon ninety (90) days advance written notice to Landlord, conditioned upon no construction of termination the improvements have been commenced and Tenant has paid all Revenue owed to the date of termination. Upon such termination, Tenant shall restore the Land as set forth in Section 18.1 and this Lease shall be of no further force or effect. If Tenant exercises its Termination Right above, then Tenant shall pay as a “Termination Fee” one-half (1/2) of the remaining amount due for the calendar year in which this Lease is terminated. Termination Fee shall be due at the time of Notice. (b) After the Initial Term, Landlord may, in its sole discretion and for any reason, terminate this Lease upon ninety (90) days advance written notice to Tenant. This right shall not reset but rather be on-going from after the Initial Term forward, including through each renewal period. If Landlord exercises it’s Termination Right above, then Tenant at its option, may continue the Lease for twelve (12) months from thirty (30) days after receiving Notice, operating under the terms of the Lease. If Tenant fails to operate under the terms of the Lease, Landlord shall provide Tenant with written notice and Tenant shall vacate within sixty (60) days after the date of notice days, provided that an assignment or sublet approved by Landlord pursuant to Tenant of any such event. Such termination Article XII shall not excuse the performance constitute a failure by Tenant of those covenants which under the terms hereof survive termination. Rent to operate. (c) If either Tenant or Landlord exercise their Termination Right, Landlord shall be abated in proportion inform ▇▇▇▇▇▇ as to the degree condition of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination Premises upon Surrender pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereofArticle 18.1.”

Termination Right. Tenant shall give Landlord immediate written notice Upon the occurrence of any damage an Event of Default, Landlord, in its sole discretion, may terminate immediately (1) this Lease with respect to the Premises. Subject to the provisions all of Paragraph 9.2, if the Premises or (2) this Lease with respect to any Facility at or with respect to which the Building shall be damaged Event of Default exists, by delivery to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises notice of ▇▇▇▇▇▇▇▇’s intent to terminate (provided, up to an additional sixty any termination under such clause (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs2), then either partya “Limited Termination Election”). Upon delivery of any such notice of termination, at any time prior to commencement all of repair of the Premises and following ten (10) days written notice Tenant’s rights under this Lease shall cease as to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any particular portion of the Premises is damaged specified in such notice, and is not fully covered by the aggregate if less than all of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that are identified in the insurance proceeds notice, the provisions of Section 8.2.10 shall apply. Without limiting the foregoing, if Landlord makes a Limited Termination Election, the deletion of the applicable Facility from this Lease shall be applied absolutely without limitation of each Tenant’s continuing obligation (on a joint and several basis) for the damages and other amounts owing on account of the Event of Default giving rise to the deletion from this Lease of such Facility or the termination of this Lease as to such indebtednessFacility. Notwithstanding anything to the contrary herein, in the case of an Event of Default described in Section 8.1.3, Section 8.1.8 or Section 8.1.10 , (i) that solely relates to one or more single Facilities and that would not involve the creation of a lien against any Ardent Party other than the Tenants of such Facilities (ii) that would not cause a material adverse effect with respect to Facilities comprising more than 20% of Combined Facility EBITDARM for the most recently reported 12 month period, it being agreed that for purposes of such calculations, Consolidated EBITDAR shall be adjusted on a pro forma basis for any Specified Transactions occurring during such period as if such Specified Transaction had occurred as of the first day of such period, and (iii) so long as Tenant does not voluntarily contribute any shortfall thereof to Landlordis in compliance with the Portfolio Coverage Ratio and Guarantor is in compliance with the Consolidated Guarantor Fixed Charge Coverage Ratio and Consolidated Guarantor Leverage Ratio, then taking into account the removal of such Facilities on a Pro Forma Basis for the reduction of Consolidated EBITDAR for the entirety of the measured period (such Facilities, the “Terminable Facilities”), Landlord shall only be permitted to exercise the foregoing remedies and terminate this Lease as to the Terminable Facilities and/or exercise any other remedies available to it under this Lease, but shall not have the right to terminate the Lease as to any Facilities other than the Terminable Facilities on account of such Event of Default; provided, however, following the termination of this Lease by delivering written notice of termination as to Tenant within sixty any two (602) days after Facilities, upon the date of notice to Tenant occurrence of any subsequent Event of Default, Landlord shall be entitled to either (I) terminate this Lease in its entirety as contemplated above or (II) exercise the foregoing remedies and terminate this Lease solely as to the Terminable Facilities, and exercise any and all other remedies available to Landlord. Following the termination of this Lease as to any Terminable Facility, (x) to the extent Landlord exercises its right to accelerate the payment of Minimum Rent with respect to such event. Such Terminable Facility (which right, for the avoidance of doubt, Landlord may only exercise in connection with the termination of this Lease as to any Terminable Facility), thereafter the Minimum Rent payable shall not excuse be reduced by an amount equal to the performance by Tenant Allocated Facility Rent for such Terminable Facility (provided that the foregoing Rent reduction shall in no way prevent Landlord from suing for damages in accordance with this Section 8), (y) for the purpose of those covenants which under determining the terms hereof survive termination. Portfolio Coverage Ratio, the Minimum Rent shall be abated in proportion deemed to be reduced by an amount equal to the degree Allocated Facility Rent for such Terminable Facility (regardless of interference during whether or not Landlord exercises its right to accelerate the period that there is such substantial interference with the conduct payment of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy Minimum Rent with respect to any such damage regardless Terminable Facility) and (z) Tenant shall have no further obligation to perform and observe all of the cause thereof.”terms, covenants and conditions of this Lease that it would be otherwise required to undertake as tenant and operator of such Terminable Facility. Notwithstanding anything to the contrary herein, Landlord shall not be entitled to (a)

Termination Right. Tenant shall give Landlord immediate written notice of any damage Notwithstanding anything to the Premises. Subject to the provisions of Paragraph 9.2contrary contained in this Lease, if Landlord, despite its diligent efforts, fails to cause Landlord’s Work to be Substantially Completed on or before July 1, 2026 (the Premises or the Building "Work Termination Date"), as such Work Termination Date shall be damaged extended day for day for each day Landlord is delayed in causing Landlord’s Work to such an extent that there is substantial interference for be Substantially Completed as a period exceeding one hundred eighty (180) consecutive days with the conduct by result of delays due to Force Majeure and/or Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs)Delays, then either party, at any time Landlord or Tenant may elect to terminate this Lease by delivering to the other party written termination notice on or prior to commencement of repair of the Premises and following date which is ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damageWork Termination Date (as may be so extended); provided, Landlord shall inform however, Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if may nullify any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received election by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant Landlord (within sixty ten (6010) days after Tenant’s receipt of Landlord’s termination notice), in which case, (i) Landlord’s obligation to provide further Delay Abatement shall be waived as of the termination date of notice indicated in Landlord’s termination notice, and (ii) Tenant shall have the right to take over and complete Landlord’s Work at Landlord’s cost, plus a two percent (2%) supervision and administrative fee on such costs (except that Landlord’s total reimbursement obligation shall not exceed $500,000.00). Except for T▇▇▇▇▇'s abatement right in Section 2.2 above, the termination right afforded to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision Section 2.3 shall be Tenant's sole and exclusive remedy for Landlord's failure to cause Landlord’s sole remedy with respect Work to any such damage regardless be Substantially Completed on or before the Work Termination Date, as it may be extended as provided hereinabove. Time is of the cause thereofessence for the delivery of Landlord’s and T▇▇▇▇▇'s termination notice under this Section 2.3; accordingly, if Landlord or Tenant fails to timely deliver such notice, then such party’s right to terminate this Lease shall expire and be of no further force or effect as of the date such party fails to timely deliver such termination notice.”

Termination Right. Tenant shall give If Landlord immediate written notice of any damage fails to satisfy Tenant’s Work Commencement Conditions on or before the Premises. Subject date which is two (2) years after the Effective Date (subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference day for a period exceeding one hundred eighty (180) consecutive days with the conduct day extension for delays caused by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairsTenant), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured Commencement Date Conditions are not satisfied by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct expiration of Tenant’s Work Period (and Tenant has not elected to open and operate its business at in the Premises. Abatement ), then in either such event, provided that Tenant is not in default under this Lease, Tenant may elect to terminate this Lease by sending written notice to Landlord at any time thereafter but prior to the satisfaction of rent and Tenant’s right Work Commencement Conditions or the Commencement Date Conditions, as the case may be. Such notice shall specify the effective date of termination pursuant to this provision the termination, which shall be not less than fifteen (15) days after the date of the notice, but shall be void and ineffective if Landlord satisfies the applicable conditions prior to the specified effective date of the notice. If Tenant so terminates this Lease, then within ten (10) days after Tenant’s sole remedy with respect written demand, Landlord shall reimburse Tenant for all out-of-pocket costs and expenses incurred by Tenant in pursuance of this Lease and in the performance of Tenant’s undertakings hereunder, including (without limitation) the Unamortized Tenant Costs and all legal fees, fees and expenses of Tenant’s architects and design professionals and amounts paid by Tenant to Landlord hereunder. Landlord’s reimbursement obligation shall survive the termination of this Lease and shall not be subject to any such damage regardless of provisions hereof otherwise purporting to limit Landlord’s liability or the cause thereofrecourse that may be had against Landlord.”

Termination Right. If Landlord fails to cause the Substantial Completion of the Storefront Work to occur by the date that is one hundred fifty (150) days after the Lease Date (the “Outside Date”), as such date may be extended as provided hereinbelow, then the sole remedy of Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building for such failure shall be damaged the right to such an extent that there is substantial interference for deliver a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may Landlord (a “Termination Notice”) electing to terminate this Lease effective thirty upon the date occurring five (305) business days after delivery following Landlord’s receipt of the Termination Notice (the “Termination Effective Date”). The effectiveness of any such notice Termination Notice delivered by Tenant to Landlord shall be governed by the terms of this Section 1.2. The Termination Effective Date and the Outside Date shall be extended to the other partyextent of any delays beyond the reasonable control of Landlord, including any delay or delays caused by “Force Majeure,” as that term is defined in Section 24.16 of the Lease. Within forty five (45) days following the occurrence Upon any termination of such damagethis Lease as set forth in this Section 1.2, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute shall be relieved from any shortfall thereof and all liability to Landlord, then each other resulting hereunder except that Landlord shall have the right return to Tenant any prepaid rent. Tenant’s rights to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated Lease, as set forth in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision Section 1.2, shall be Tenant’s sole and exclusive remedy with respect to any such damage regardless at law or in equity for the failure of the cause thereofSubstantial Completion of the Storefront Work to occur as set forth above. Upon the occurrence of the Substantial Completion of the Storefront Work, Tenant’s rights to terminate this Lease, as set forth in this Section 1.2, shall be null and void.”

Termination Right. If Landlord does not substantially complete Landlord's Work by JUNE 1, 2003, subject to extensions of said date occasioned by any Tenant shall give Landlord immediate written notice of any damage to Delays and Force Majeure Delays (the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs"Termination Date"), then either party, at any time prior to commencement and if no Event of repair Default of Tenant under the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlordremains uncured, then Landlord Tenant shall have the right to terminate this Lease by delivering giving Landlord written notice of termination to Tenant within sixty ten (6010) days after the date of notice Termination Date. If Tenant so terminates the Lease, Landlord will refund to Tenant of any such event. Such termination shall not excuse the performance prepaid Rent and/or Security Deposit posted by Tenant under this Lease, and the parties shall have no further obligations under this Lease. If Tenant does not so notify Landlord of those covenants which its desire to terminate the Lease, then the Lease will continue in full force and effect, and Tenant's right to terminate this Lease shall forever lapse. In no event shall Landlord be liable in damages or otherwise for any failure to substantially complete Landlord's Work by the Termination Date. EXHIBIT "D" CERTIFICATE OF DELIVERY OF POSSESSION AND COMMENCEMENT DATE OF LEASE THIS CERTIFICATE OF DELIVERY OF POSSESSION AND COMMENCEMENT DATE OF LEASE, made on this ___ day of _________, 2002 (herein after referred to as the "Certificate"), between SENECA ▇▇▇▇▇▇▇ CORPORATE CENTER II L.L.C., a Maryland limited liability company (hereinafter referred to as the "Landlord"), whose address for purposes hereof is c/o Minkoff Development Corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Gaithersburg, MD 20877; and ADVANCIS PHARMACEUTICAL CORPORATION, a Delaware corporation, qualified to transact business and in good standing under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless laws of the cause thereofState of Maryland (hereinafter referred to as the "Tenant"), whose address for purposes hereof is 20417 - ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.”

Termination Right. Delete Paragraph 9.1 of the Lease in its entirety and replace it with the following: "If the Premises are rendered untenantable by a fire or other casualty and the reconstruction or repair of the Premises is not capable of being completed within ninety (90) days after the date of the fire or other casualty, then either Landlord or Tenant may terminate this Lease by written notice to the other delivered within thirty (30) days after the date of the fire or other casualty, whereupon both parties shall be relieved of all further obligations hereunder, except as otherwise expressly set forth herein. If neither party terminates this Lease, then Landlord shall diligently and with commercially reasonable promptness repair the Premises to the condition existing as of the date of this Lease. Tenant shall give Landlord immediate written notice be entitled to an equitable abatement of any damage Rent to the Premisesextent the Premises are unfit for occupancy. Subject shall ▇▇▇▇▇ as described above from the date of the casualty until Landlord's repairs have been substantially completed. If the Lease is not terminated pursuant to the provisions termination rights granted hereunder, and Landlord's reconstruction or repair of Paragraph 9.2, if the Premises is not completed within ninety (90) days after the date of the fire or other casualty (subject to the Building shall be damaged time required to such an extent that there is substantial interference prepare plans for a period exceeding one hundred eighty (180) consecutive days with reconstruction, to obtain building permits, to receive distribution of insurance proceeds, and to complete the conduct by Tenant of its business at the Premises (providedlikely contract bidding process and all other relevant factors, up but not to exceed an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairsdays), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant Landlord delivered within sixty thirty (6030) days after the date expiration of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent ninety (90) day period (or as so extended), whereupon both parties shall be abated in proportion to the degree relieved of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereofall further obligations hereunder, except as otherwise expressly set forth herein.”"

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) 90 consecutive days with the conduct by Tenant of its business at the Premises (providedPremises, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either partyTenant, at any time prior to commencement of repair of the Premises and following ten (10) 10 days written notice to the other partyLandlord, may terminate this Lease effective thirty (30) 30 days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s 's business at the Premises. Abatement of rent and Tenant’s 's right of termination pursuant to this provision shall be Tenant’s 's sole remedy with respect for failure of Landlord to any such damage regardless keep in good order, condition and repair the foundations and exterior walls of the cause Building, Building roof, utility systems outside the Building, the Common Areas and HVAC. . In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.”

Termination Right. Tenant shall give Landlord immediate prompt written notice of any damage to the PremisesPremises that it becomes aware of. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty twenty (180120) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs)Premises, then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty thirty (6030) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial material interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereof.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) 270 consecutive days with the conduct by Tenant of its business at the Premises (providedPremises, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either partyTenant, at any time prior to commencement of repair of the Premises and following ten (10) 10 days written notice to the other partyLandlord, may terminate this Lease effective thirty (30) 30 days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect for failure of Landlord to any keep in good order, condition, and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas, and HVAC. In the event Tenant does not terminate the Lease pursuant to this Paragraph 9.1, Landlord shall restore the Premises to the condition existing prior to the damage as soon as reasonably practicable. Notwithstanding the foregoing, to the extent insurance proceeds actually received by Landlord are insufficient to restore such damage regardless of and such insufficiency is not caused by Landlord’s failure to maintain the cause thereofinsurance required under this Lease, Landlord shall have the right to terminate this Lease upon notice to Tenant unless Tenant agrees to pay such deficiency.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty upon ninety (6090) days after the date of notice to Tenant in the event Landlord receives notice from any of any Landlord's insurance carriers that such eventcarrier intends to cancel its insurance on the Building, or to increase the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice, due to the activities of Tenant or the presence of Tenant in the Building; provided, however, that if Landlord receives written notice from its insurance carrier that such carrier intends to cancel its insurance on the Building or to increase the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice and Landlord is provided with the opportunity to cure such condition or circumstance by a specific date in order to avoid such cancellation or increase, Landlord shall, within two (2) business 52 days following Landlord's receipt of same, provide Tenant with a copy of such notice and Tenant shall have the right to effect the cure of such condition or circumstance prior to the date specified in the insurance carrier's notice to Landlord. Such termination However, Landlord shall not excuse terminate this Lease in the performance event Landlord is able, with good faith efforts, to obtain equivalent insurance from an insurance carrier satisfactory to Landlord at a premium not more than one hundred percent (100%) greater than the premium for the canceled insurance; provided that Tenant shall reimburse Landlord for all additional premiums charged to Landlord by Tenant of those covenants which under such new insurance carrier. It is expressly understood that Landlord shall not have the terms hereof survive termination. Rent shall be abated in proportion right to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination terminate this Lease pursuant to this provision Paragraph 22.6 if any cancellation or rate increase is due to factors generally applicable to the insurance or rental market, rather than to Tenant's activities or presence in the Building. Landlord shall be not have the right to terminate this Lease pursuant to this Paragraph 22.6 based upon Landlord's insurance carrier's intended cancellation of its insurance on the Building or intended increase in the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice if Tenant’s sole remedy 's use of the Demised Premises is in accordance with the provisions of Paragraph 12 hereof and Tenant is otherwise in compliance with all of its obligations under this Lease and under all laws and governmental regulations which are applicable with respect to any such damage regardless of the cause thereofDemised Premises.”

Termination Right. Tenant shall give If Landlord immediate written notice of any damage fails to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair deliver possession of the Premises and following ten (10) days written notice to Tenant in Delivery Condition on or prior to the other partyEstimated Shell Delivery Date, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, shall remain in effect and Landlord shall inform Tenant in writing of Landlord’s estimate of not be subject to any liability therefor. Notwithstanding the time required to complete repairs to the Premises. Furtherforegoing, (i) if any portion Landlord has not delivered possession of the Premises to Tenant in Delivery Condition by November 15, 1997, which date shall be extended one (1) day for each day Landlord is damaged and is not fully covered by the aggregate delayed in completing Landlord's Work or delivering possession of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that to Tenant in Delivery Condition as a result of Tenant Delays (as defined in Exhibit B) or an event of force majeure (as described in Exhibit B, Section VIII) (hereinafter referred to as the insurance proceeds be applied to such indebtedness"Tenant Termination Date"), and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice to Landlord at any time prior to the date on which Landlord delivers possession of termination the Premises to Tenant within sixty in Delivery Condition and (60ii) days after if Landlord has not delivered possession of the Premises to Tenant in Delivery Condition by December 15, 1996, which date shall be extended one (1) day for each day Landlord is delayed in completing Landlord's Work or delivering possession of the Premises to Tenant in Delivery Condition as a result of Tenant Delays, but not as a result of an event of force majeure (hereinafter referred to as the "Ultimate Tenant Termination Date"), Tenant shall have the right to terminate this Lease by written notice to Landlord at any time prior to the date on which Landlord delivers possession of notice Premises to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereofDelivery Condition.”

Termination Right. If the Premises are damaged in whole or in part by fire, the elements, or any other cause whatsoever, then Landlord shall restore the same to substantially the same condition existing immediately prior to such damage, unless the Lease is terminated by Landlord or Tenant pursuant to this Paragraph 9.1. Tenant shall give Landlord immediate written notice of any damage to the Premises. Within sixty (60) days following such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs)Premises, then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty thirty (6030) days after the date of notice to Tenant of any such event. Additionally, if the repair of any such damage is not completed within one hundred eighty (180) days (regardless of the time estimated for completion of the repairs), Tenant shall have the right to terminate this Lease by delivering written notice thereof to Landlord within thirty (30) days after the expiration of the 180-day period, with any such termination effective thirty (30) days after delivery of the notice of termination, unless all such repairs are completed within such latter thirty (30) day period. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereof.”

Termination Right. Tenant shall give Landlord immediate written notice have the one-time right to terminate their lease after the twenty-fourth (24th) month of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional lease term upon no less than sixty (60) days prior written notification to the Landlord. Upon written notification, Tenant shall deliver to Landlord a termination fee in the amount of unamortized (over the remaining term of this Lease) tenant improvements, leasing commissions and three (3) months base rent. This lease consists of forty-one (41) Articles consecutively numbered. Rules and regulations of the building referred to herein which constitute a part of this lease 1. The sidewalks, entrances, lobby, garage, elevators, stairways and public corridors shall be added used only as a means of ingress and egress and shall remain unobstructed at all times. The entrance and exit doors of all suites are to such one hundred eighty (180) consecutive day period be kept closed at all times, except as required for orderly passage to account for time Landlord may require to obtain permits for such repairs), then either party, at and from a suite. Loitering or congregating in any time prior to commencement of repair part of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible building or if the holder obstruction of any indebtedness secured by the Premises requires means of ingress or egress shall not be permitted. Doors and windows shall not be covered or obstructed except that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination require Tenant to Tenant within sixty (60) days after keep the date of notice to Tenant drapes closed at all times. 2. Plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no rubbish, newspapers, trash or other substances of any such eventkind shall be thrown into them. Such termination Walls, floors and ceilings shall not excuse be defaced in any way, and no one shall be permitted to ▇▇▇▇, drive nail, screw or drill into, paint, or in any way mar any building surface, except that pictures, certificates, licenses and similar items normally used in Tenant’s business may be carefully attached to the performance walls of the demised premises by Tenant in a manner to be prescribed by Landlord. Upon removal of those covenants such items by Tenant, any damage to the walls or other surfaces, except minor nail holes, shall be repaired by Tenant. 3. No awning, shade, sign, advertisement or notice shall be inscribed, painted, displayed or affixed on, in or to any window or door or any other part of the outside or inside of the building or the demised premises. No window displays or other public displays shall be permitted, without the prior written consent of Landlord. Tenant shall not solicit other tenants in the building. Drapes may be installed by tenants provided they are of such color, material, construction and installation as may be prescribed by landlord. All tenant identification on public corridor doors will be installed by Landlord for Tenant, but the cost shall be paid by Tenant. No lettering or signs other than the name of the Tenant will be permitted on public corridor doors, with the size and type of letters to be prescribed by Landlord. The bulletin board or directory of the building will be provided exclusively for the display of the name and location of Tenant only, and Landlord reserves the right to exclude all other names therefrom and to impose on Tenant Landlord’s building standard charge for each and every name other than the name of Tenant which Tenant may desire to be placed upon such bulletin board and to which Landlord may consent. All requests for listing of Tenants on the Directory of Building Tenants must be submitted to the office of the building in writing. Landlord reserves the right to approve all listing requests. 4. Electric wiring of every kind and telephone outlets shall be installed in a manner as will be prescribed by Landlord. The location of convenience outlets, electric light outlets, power outlets and telephone outlets shall be approved by Landlord, but the cost of installation thereof shall be borne by Tenant. 5. The weight, size and position of all safes and other unusually heavy objects used or placed in the building shall be prescribed by Landlord and shall, in all cases, stand on metal plates of such size as shall be prescribed by Landlord. The repair of any damage done to the building or property therein by putting in or taking out or maintaining such safes or other unusually heavy objects shall be paid for by Tenant. 6. All freight, furniture, fixtures and other personal property shall only be moved into, within and out of the building at times designated by and under the terms hereof survive terminationsuper vision of Landlord and in accordance with such regulations as may be posted in the office of the building. Rent In no event will Landlord be responsible for any loss or damage to such freight, furniture, fixtures or personal property from any cause. 7. No improper noises, vibrations or odors will be permitted in the building, nor shall any person be permitted to interfere in any way with tenants or those having business with them. No person will be permitted to bring or keep within the building any animal, bird or bicycle. No person shall throw trash, refuse, cigarettes or other substances of any kind any place within or out of the building, except in the refuse containers provided therefor. No person shall be abated employed by Tenant to do janitor work in proportion any part of said building without the written consent of Landlord. Landlord reserves the right to exclude or expel from the building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the rules and regulations of said building. 8. The storage of goods, wares or merchandise on the premises will not be permitted except in areas specifically designated by Landlord for storage. No auction, public or private, will be permitted in the premises. Articles of unusual size or weight and articles which exceed the design floor weight of the building are not permitted in the building, unless permitted by Landlord in writing. 9. The requirements of Tenant will be attended only upon application at the office of the building. Landlord’s employees shall not perform any work or do anything outside of their regular duties unless under special instruction from the office of the building, and no such employee shall admit any person (Tenant or otherwise) to any office without specific instructions from the office of the building. 10. All keys shall be obtained from Landlord, and all keys shall be returned to Landlord upon termination of this lease. Tenant shall not change the locks or install other locks on the doors. 11. Any Tenant using the premises after regular business hours or on non-business days shall lock any entrance doors to the degree of interference during building used by Tenant immediately after entering or leaving the period that there building. Tenant, his employees, agents or associates, or other persons entering or leaving the building when it is such substantial interference with so locked may be required to sign the conduct building register when so doing, and any watchman in charge may refuse to admit Tenant or any of Tenant’s business at employees, agents or associates, or any other person to the Premises. Abatement of rent and Tenantbuilding while it is so locked without a pass previously arranged or other satisfactory identification showing such person’s right of termination pursuant to this provision access to the building at such time. However, Landlord assumes no responsibility whatsoever in connection therewith and shall not be Tenant’s sole remedy with respect liable for any damage resulting from any error in regard to any such damage regardless pass or identification or from the admission of or refusal to admit, any person to said building. 12. Tenant shall be deemed to have read these rules and to have agreed to abide by them as a condition to his occupancy of the cause thereofspace herein leased. THIS LEASE AGREEMENT WILL NOT BECOME EFFECTIVE OR A BINDING AGREEMENT BETWEEN THE PARTIES UNTIL IT HAS BEEN COUNTERSIGNED BY CITINATIONAL-BUCKEYE BUILDING CO. AND A COPY EXECUTED BY ALL THE PARTIES HERETO HAS BEEN RETURNED TO THE TENANT. LANDLORD: TENANT: CITINATIONAL-BUCKEYE BUILDING CO.”, CITY NATIONAL BANK a California limited partnership a national banking association By: OLIVE-SIXTH BUCKEYE CO., General Partner By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ [ILLEGIBLE] ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Partner ▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ National Bank [ILLEGIBLE] [CITY NATIONAL BANK LOGO] ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ 11th Floor Furniture Plan This lease consists of forty-one (41) Articles consecutively numbered. Rules and regulations of the building referred to herein which constitute a part of this lease 1. The sidewalks, entrances, lobby, garage, elevators, stairways and public corridors shall be used only as a means of ingress and egress and shall remain unobstructed at all times. The entrance and exit doors of all suites are to be kept closed at all times, except as required for orderly passage to and from a suite. Loitering or congregating in any part of the building or obstruction of any means of ingress or egress shall not be permitted. Doors and windows shall not be covered or obstructed except that Landlord shall have the right to require Tenant to keep the drapes closed at all times. 2. Plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no rubbish, newspapers, trash or other substances of any kind shall be thrown into them. Walls, floors and ceilings shall not be defaced in any way, and no one shall be permitted to ▇▇▇▇, drive nail, screw or drill into, paint, or in any way mar any building surface, except that pictures, certificates, licenses and similar items normally used in Tenant’s business may be carefully attached to the walls of the demised premises by Tenant in a manner to be prescribed by Landlord. Upon removal of such items by Tenant, any damage to the walls or other surfaces, except minor nail holes, shall be repaired by Tenant. 3. No awning, shade, sign, advertisement or notice shall be inscribed, painted, displayed or affixed on, in or to any window or door or any other part of the outside or inside of the building or the demised premises. No window displays or other public displays shall be permitted, without the prior written consent of Landlord. Tenant shall not solicit other tenants in the building. Drapes may be installed by tenants provided they are of such color, material, construction and installation as may be prescribed by landlord. All tenant identification on public corridor doors will be installed by Landlord for Tenant, but the cost shall be paid by Tenant. No lettering or signs other than the name of the Tenant will be permitted on public corridor doors, with the size and type of letters to be prescribed by Landlord. The bulletin board or directory of the building will be provided exclusively for the display of the name and location of Tenant only, and Landlord reserves the right to exclude all other names therefrom and to impose on Tenant Landlord’s building standard charge for each and every name other than the name of Tenant which Tenant may desire to be placed upon such bulletin board and to which Landlord may consent. All requests for listing of Tenants on the Directory of Building Tenants must be submitted to the office of the building in writing. Landlord reserves the right to approve all listing requests. 4. Electric wiring of every kind and telephone outlets shall be installed in a manner as will be prescribed by Landlord. The location of convenience outlets, electric light outlets, power outlets and telephone outlets shall be approved by Landlord, but the cost of installation thereof shall be borne by Tenant. 5. The weight, size and position of all safes and other unusually heavy objects used or placed in the building shall be prescribed by Landlord and shall, in all cases, stand on metal plates of such size as shall be prescribed by Landlord. The repair of any damage done to the building or property therein by putting in or taking out or maintaining such safes or other unusually heavy objects shall be paid for by Tenant. 6. All freight, furniture, fixtures and other personal property shall only be moved into, within and out of the building at times designated by and under the super vision of Landlord and in accordance with such regulations as may be posted in the office of the building. In no event will Landlord be responsible for any loss or damage to such freight, furniture, fixtures or personal property from any cause. 7. No improper noises, vibrations or odors will be permitted in the building, nor shall any person be permitted to interfere in any way with tenants or those having business with them. No person will be permitted to bring or keep within the building any animal, bird or bicycle. No person shall throw trash, refuse, cigarettes or other substances of any kind any place within or out of the building, except in the refuse containers provided therefor. No person shall be employed by Tenant to do janitor work in any part of said building without the written consent of Landlord. Landlord reserves the right to exclude or expel from the building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the rules and regulations of said building. 8. The storage of goods, wares or merchandise on the premises will not be permitted except in areas specifically designated by Landlord for storage. No auction, public or private, will be permitted in the premises. Articles of unusual size or weight and articles which exceed the design floor weight of the building are not permitted in the building, unless permitted by Landlord in writing. 9. The requirements of Tenant will be attended only upon application at the office of the building. Landlord’s employees shall not perform any work or do anything outside of their regular duties unless under special instruction from the office of the building, and no such employee shall admit any person (Tenant or otherwise) to any office without specific instructions from the office of the building. 10. All keys shall be obtained from Landlord, and all keys shall be returned to Landlord upon termination of this lease. Tenant shall not change the locks or install other locks on the doors. 11. Any Tenant using the premises after regular business hours or on non-business days shall lock any entrance doors to the building used by Tenant immediately after entering or leaving the building. Tenant, his employees, agents or associates, or other persons entering or leaving the building when it is so locked may be required to sign the building register when so doing, and any watchman in charge may refuse to admit Tenant or any of Tenant’s employees, agents or associates, or any other person to the building while it is so locked without a pass previously arranged or other satisfactory identification showing such person’s right to access to the building at such time. However, Landlord assumes no responsibility whatsoever in connection therewith and shall not be liable for any damage resulting from any error in regard to any such pass or identification or from the admission of or refusal to admit, any person to said building. 12. Tenant shall be deemed to have read these rules and to have agreed to abide by them as a condition to his occupancy of the space herein lease. THIS LEASE AGREEMENT WILL NOT BECOME EFFECTIVE OR A BINDING AGREEMENT BETWEEN THE PARTIES UNTIL IT HAS BEEN COUNTERSIGNED BY CITINATIONAL BUCKEYE BUILDING CO. AND A COPY EXECUTED BY ALL THE PARTIES HERETO HAS BEEN RETURNED TO THE TENANT.

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the PremisesPremises upon discovery thereof. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is or will be substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs)Premises, then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such written notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty thirty (6030) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereof. If the Lease is not terminated following damage due to a casualty as provided herein Landlord shall restore the Premises to substantially the same condition in which they existed immediately prior to the casualty subject to applicable laws.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one two hundred eighty seventy (180270) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs)Premises, then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty thirty (6030) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereof.”

Termination Right. If the Premises are damaged in whole or in part by fire, the elements, or any other cause whatsoever, then Landlord shall restore the same to substantially the same condition existing immediately prior to such damage, unless the Lease is terminated by Landlord or Tenant pursuant to this Paragraph 9.1. Tenant shall give Landlord immediate written notice of any damage to the Premises. Within sixty (60) days following such damage, Landlord shall inform Tenant in writing of Landlord's estimate of the time required to complete repairs to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs)Premises, then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty thirty (6030) days after the date of notice to Tenant of any such event. Additionally, if the repair of any such damage is not completed within one hundred eighty (180) days (regardless of the time estimated for completion of the repairs), Tenant shall have the right to terminate this Lease by delivering written notice thereof to Landlord within thirty (30) days after the expiration of the 180-day period, with any such termination effective thirty (30) days after delivery of the notice of termination, unless all such repairs are completed within such latter thirty (30) day period. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s 's business at the Premises. Abatement of rent and Tenant’s 's right of termination pursuant to this provision shall be Tenant’s 's sole remedy with respect to any such damage regardless of the cause thereof.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage Notwithstanding anything to the Premises. Subject to the provisions of contrary contained in Paragraph 9.214.1, if if: (a) the Premises are totally damaged or are rendered wholly untenantable; (b) the Building shall be so damaged to such an extent that there is that, in Landlord’s reasonable opinion, substantial interference for a period exceeding alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises are so damaged or rendered untenantable); (c) in Landlord’s reasonable judgment, repairs cannot reasonably be completed within one hundred eighty twenty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60120) days after the date of discovery of the damage (when such repairs are made without the payment of overtime or other premiums); (d) any Mortgagee requires that the insurance proceeds or any portion thereof be used to retire the Mortgage debt, or any ground lessor shall terminate the ground lease; (e) any damage to the Building is not fully covered by Landlord’s insurance policies; (f) Landlord decides to rebuild the Building or Common Areas so that they will be substantially different structurally or architecturally; or (g) any damage during the final eighteen (18) months of the Term renders the Premises wholly untenantable, then, in any of the foregoing events, Landlord may, not later than ninety (90) days following the date of discovery of the damage, terminate this Lease by notice to Tenant of any such eventTenant. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion If Landlord elects to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s exercise its right of termination to terminate this Lease pursuant to this provision Paragraph 14.2: (i) the Term shall expire upon the thirtieth (30th) day after notice of such termination is given; (ii) Tenant shall vacate the Premises and surrender the same to Landlord; (iii) Tenant’s liability for Rent (except accrued Rent) shall cease as of the date of the damage; (iv) any prepaid Rent for any period after the date of the damage shall be refunded by Landlord to Tenant’s sole remedy with respect ; and (v) those provisions of this Lease which are expressly stated to any such damage regardless survive expiration or earlier termination of the cause thereofthis Lease shall survive.”

Termination Right. If the Expansion Premises Commencement Date has not occurred on or before the Outside EP Termination Date, as hereinafter defined, then Tenant shall give Landlord immediate written notice of any damage have the option to terminate the Lease with respect to the PremisesExpansion Premises only, which shall be exercisable by a written termination notice given on or after the Outside EP Termination Date but before the date that the Expansion Premises Commencement Date occurs. Subject If the Expansion Premises Commencement Date occurs on or before the thirtieth (30th) day after Landlord receives such termination notice, Tenant’s termination notice shall be deemed to be void and of no force or effect. If the Expansion Premises Commencement Date does not occur on or before such thirtieth (30th) day, then as of such thirtieth (30th) day Tenant’s termination notice shall be effective and this Lease shall terminate with respect to the Expansion Premises and shall be of no further force or effect, and, except for (i) provisions of Paragraph 9.2, if the Premises or Lease which are intended to survive termination of the Building shall be damaged Lease with respect to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Expansion Premises (providede.g., up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair indemnification provisions applicable during Tenant’s early access of the Premises Expansion Premises) and following ten (10ii) days written notice Tenant’s right to remove any equipment and other improvements described in Section 1.c.(iii) below, neither party shall have any further obligation to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy party with respect to the Expansion Premises. For the purposes hereof, the “Outside EP Termination Date” shall be defined as five (5) months after the Anticipated EP Commencement Date, provided however, that the Outside EP Termination Date shall be extended by the length of any such damage regardless delays in Landlord’s ability to deliver the Expansion Premises arising from delay by Force Majeure, which shall not include the failure of the cause thereofExisting Tenant and/or Existing Subtenant to timely vacate the Expansion Premises in accordance with the Existing Lease.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of ▇▇▇▇▇▇’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises or is such that, in the Building shall opinion of ▇▇▇▇▇▇▇▇’s architect as set forth in the Estimated Time Notice, there will be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises for a period exceeding ninety (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (18090) consecutive day period to account for time Landlord may require to obtain permits for such repairs)days, then either party, at any time prior to commencement of repair of the Premises and following Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days written notice to after ▇▇▇▇▇▇ receives the other partyEstimated Time Notice (time being of the essence), may terminate this Lease which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the other party. Within forty five Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (4590) consecutive days, but such repair does in fact interfere with the conduct of ▇▇▇▇▇▇’s business at the Premises for a period in excess of ninety (90) days following the occurrence (excluding delays caused by events of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlordforce majeure), then Landlord shall have the right to Tenant may terminate this Lease by delivering sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any Landlord. No such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of ​ ​ Tenant’s business at the Premises. Abatement of rent and Tenant▇▇▇▇▇▇’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect only remedies for failure of Landlord to any such damage regardless keep in good order, condition and repair the foundations and exterior walls of the cause thereofBuilding, Building roof, utility systems outside the Building, the Common Areas and HVAC.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage Notwithstanding anything to the Premises. Subject to the provisions of Paragraph 9.2contrary herein, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180a) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied payable are insufficient to pay for the entire cost of the Casualty Restoration and neither Tenant nor Landlord elects to pay such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant deficiency within sixty (60) days following determination thereof, (b) if Landlord is the Restoring Party, and Landlord fails to complete the Casualty Restoration within three (3) months after the Estimated Completion Date, (c) the Building shall be totally damaged or destroyed by a Casualty Event which is a result of a risk that is not covered by Tenant’s or Landlord’s insurance policy, or (e) the estimated cost of the Casualty Restoration exceeds fifty percent (50%) (or ten percent (10%) during the last five (5) years of the Term) of the full insurable value of the Buildings immediately prior to the Casualty Event then, in any such case, Tenant shall have the option of canceling and terminating this Lease by written notice given to Landlord, in which event, this Lease shall terminate on the date selected by Tenant. If Tenant elects to terminate this Lease in accordance with this Section, then (i) neither Tenant nor Landlord shall be required to restore, rebuild or repair the Premises, (ii) all property insurance proceeds for the Casualty Event from insurance maintained by Tenant hereunder shall be payable to Landlord, (free of any obligation whatsoever under this Lease), excluding proceeds for Tenant’s Personal Property, which Tenant shall be entitled to retain, and (iii) the Fixed Rent and Additional Rent shall be apportioned as of the date of notice to the termination of this Lease and all obligations of Tenant (including the payment of any rent) under this Lease shall cease as of the date of such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereof.”19 4312031 v7-078791002

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair alteration or reconstruction of the Premises and following ten or the Building is, in Landlord’s sole opinion required (10whether or not the Premises are damaged) days or if any mortgagee under a mortgage or deed of trust covering the Building or Industrial Center requires that the insurance proceeds payable as a result of the fire or casualty be used to retire the mortgage debt, Landlord may, at its sole option terminate this Lease upon written notice to Tenant within 60 days of the other partydate of damage. If Landlord does not terminate this Lease under this Paragraph 9.1, Landlord shall deliver to Tenant a non-binding estimate of the time needed to repair and restore the Premises or the Building within 60 days after the date of the damage. If L▇▇▇▇▇▇▇’s estimate states that repair and restoration will not be completed within 180 days after the date of the damage, Tenant may terminate this Lease effective thirty (30) by giving Landlord notice of termination within I 0 business days after delivery the date Tenant receives Landlord’s estimate. If Landlord or Tenant terminates this Lease under this Paragraph 9.1, the Rent abates as of such notice to the other partydate of the damage. Within forty five (45) days following the occurrence of such damageMulti-Tenant Lease – PLx Pharma Inc. If neither party terminates this Lease, Landlord shall inform within 75 days after the date of the damage commence to repair and restore the Industrial Center to substantially the same condition as prior to the casualty. Tenant shall assign to Landlord (or Landlord’s designee) all insurance proceeds payable to Tenant under the property insurance required under Paragraph 8.2 to the extent attributable to Tenant improvements and betterments, but not to the extent attributable to Tenant’s personal property located in writing the Premises, and Landlord shall repair and replace the Building standard improvements, Tenant Improvements, and alterations installed in the Premises; except that if the cost of the repair and replacements for the Tenant Improvements (based on Landlord’s or its contractor’s estimate of the time required to complete repairs to cost) exceeds the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord from Tenant’s insurance carrier (which Tenant shall cause its insurance carrier to pay to Landlord), Tenant shall pay the shortfall to Landlord prior to Landlord’s repair of the damage. No Landlord Entity is liable for any inconvenience or annoyance to any Tenant Entity or injury to the business of Tenant resulting in any way from casualty damage or the repairs (INCLUDING ANY INCONVENIENCE, ANNOYANCE, OR INJURY RESULTING SOLELY OR IN PART FROM THE NEGLIGENCE BUT NOT TO THE EXTENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY LANDLORD ENTITY); except that during the time and any applicable deductible or if to the holder of any indebtedness secured by extent the Premises requires that the insurance proceeds be applied to such indebtednessare unfit for occupancy, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination grant to Tenant within sixty (60) days after the date a fair diminution of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereofRent.”

Termination Right. (a) Tenant shall give notify Landlord immediate written notice of any material damage to the Premises resulting from fire or any other casualty promptly following the date Tenant actually becomes aware of the same. If the Premises or any Common Areas of the Industrial Center serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently prosecute to completion (subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Paragraph 9 .1) the restoration of the areas that are Landlord’s obligation to repair under Paragraph 7.2 above, but Landlord shall not be required to restore the tenant improvements within the Premises or any Alterations made by Tenant to the Premises, the restoration of which shall be performed by Tenant and promptly and diligently prosecuted to completion after Landlord completes Landlord’s restoration obligations as to the Building and Premises. Subject In connection with repairs and replacements required to be made by Tenant, Tenant shall, prior to the provisions commencement of Paragraph 9.2construction, submit to Landlord for Landlord’s review and approval (not to be unreasonably withheld, conditioned or delayed) all plans specifications and working drawings relating thereto. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or the Building Common Areas necessary to Tenant’s occupancy, Landlord shall be allow Tenant a proportionate abatement of Rent during the time and to the extent the Premises are materially damaged to such an extent that there is substantial interference and unfit for a period exceeding one hundred eighty (180) consecutive days with occupancy for the conduct purposes permitted under this Lease, and not occupied by Tenant as a result thereof, except that, unless the casualty resulted from the negligence, recklessness or willful acts of its business at Landlord, Tenant’s Rent shall ▇▇▇▇▇ only to the extent Landlord is reimbursed for such lost Rent from the proceeds of rental interruption insurance carried by Landlord. (b) Notwithstanding the terms of Paragraph 9.1(a) above, Landlord may elect not to rebuild and/or restore the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair of the Premises and/or Industrial Center and following ten (10) days written notice to the other party, may instead terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform by notifying Tenant in writing of Landlord’s estimate of such termination (the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant “Casualty Termination Notice”) within sixty (60) days after the date of notice actual discovery of damage, such Casualty Termination Notice to include a termination date giving Tenant sixty (60) days to vacate the Premises, but Landlord may so elect only if the Industrial Center shall be damaged by fire or other casualty or cause whether or not the Premises are affected, and one or more of the following conditions is present: (a) Landlord’s estimate of the length of time required for Landlord and Tenant to complete their respective required repairs (which estimate shall be delivered to Tenant in writing (“Landlord’s Repair Estimate”) within forty-five (45) days following the later of date of the damage or the date of Landlord’s knowledge of the damage) exceeds one hundred eighty (180) days from the date of actual discovery of damage (when such repairs are made without the payment of overtime or other premiums), (b) the holder of any such event. Such termination shall not excuse mortgage on the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion Buildings or ground or underlying lessor with respect to the degree Industrial Center shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (c) the cost of interference during repairing the period that there damage required to be repaired by Landlord (without consideration of the amount of Landlord’s deductible) exceeds the amount of available insurance. (c) Notwithstanding anything to the contrary in this Lease, if the damage is to the Premises or if portions of the Common Areas (including, without limitation, the parking areas) are damaged or not reasonably accessible to Tenant as a result of the damage to the Industrial Center and, as a result, Tenant cannot reasonably operate its business at the Premises then, if Landlord’s Repair Estimate is more than one hundred eighty (180) days and Landlord has not elected to terminate this Lease pursuant to this Paragraph 9.1, Tenant shall have the right to terminate this Lease by giving Landlord written notice thereof within forty-five (45) days following receipt of Landlord’s Repair Estimate. (d) Notwithstanding anything to the contrary contained herein, if the Premises is wholly or partially damaged or destroyed within the final six (6) months of the then remaining Lease Term (as the same may theretofore have been extended pursuant to this Lease), and if as a result of such substantial interference with damage or destruction Tenant is, or reasonably will be, denied access or use of a material portion of the Premises for the conduct of Tenant’s its business operations for a period of ninety (90) consecutive days (or such shorter period as is then remaining in the Term), then Landlord or Tenant may, at its option, elect to terminate the Lease as to the affected portion of the Premises. Abatement , by giving the other party notice no later than sixty (60) days after the actual discovery of rent and Tenant’s right such damage or destruction. (e) Upon any such termination of termination this Lease pursuant to this provision Paragraph 9.1, Tenant shall pay Rent, properly apportioned up to such date of termination, and both parties hereto shall thereafter be Tenant’s sole remedy freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Lease Term. (f) The provisions of this Lease, including this Paragraph 9.1, constitute an express agreement between Landlord and Tenant with respect to any such and all damage regardless to, or destruction of, all or any part of the cause Premises, the Industrial Center or any portion thereof, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Industrial Center or any portion thereof.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs)Premises, then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty thirty (6030) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s 's business at the Premises. Abatement of rent and Tenant’s 's right of termination pursuant to this provision shall be Tenant’s 's sole remedy with respect to any such damage regardless of the cause thereof.”