Common use of Casualty Damage Clause in Contracts

Casualty Damage. If there occurs any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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.

Casualty Damage. If there occurs the Premises shall be destroyed or --------------- damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty; (b) if, and only if, such casualty results in material damage to the Project and: (i) insurance proceeds are unavailable Project, Landlord, in Landlord's sole judgment, elects not to Landlord repair or are insufficient to restore the Project to substantially its pre-casualty conditionrebuild such damaged areas; or (iic) more less than 30% one (1) year remains in the Lease Term at the time of any damage to the total area of the Building is damagedProject, Landlord then Landlord, at Landlord's sole option, shall have the right to terminate this Lease and all Lease, regardless of whether the unaccrued obligations of the parties hereto, Premises are affected by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after In such notice is given to Tenant. If there occurs any casualty event, all Rent owed up to the Premises and: date of that casualty shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iix) the Premises is rendered Untenantable by fire or any other casualty occurs during which is not caused by the last 12 months fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the Term, Landlord and Tenant shall each have repairs within the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party Premises which are within 60 Landlord's Repair Obligations within two hundred forty (240) days after the date of such that casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is as reasonably estimated by Landlord; and (z) Landlord has not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Lease, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior delivering written notice to Landlord within 30 thirty (30) days after such estimated date receipt of completionwritten notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, provided this Lease shall remain in full force and effect and then Tenant shall no longer be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease if Landlord delivers possession as the result of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Leasesuch casualty, then Landlord shall use commercially commence and proceed with reasonable efforts diligence to cause restore the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior Premises to the damageextent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with commercially reasonable speed and diligence, subject the provisions of Section 5.1 above. In no event shall Landlord have the obligation to delays that may arise by reason of adjustment expend for the restoration or repair of the loss under Project an amount in excess of the insurance policiesproceeds actually received by Landlord as a result of such casualty; and except for those repairs which are within Landlord's Repair Obligations, Laws, all costs and Force Majeure Eventsexpenses of restoring the Premises shall be borne by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage any casualty or the repair thereof. Notwithstanding or restoration work made necessary by the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result occurrence of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 Premisescasualty.

Casualty Damage. If there occurs any casualty to the Project (other than to the Premises) and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 180 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete Notwithstanding the repair foregoing, if the casualty was caused by the act or restoration work within 90 days after Landlordomission of Tenant or any of Tenant’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)agents, then employees, invitees, assignees, subtenants, licensees or contractors, Tenant shall have the no right to terminate this Lease by sending at least 30 days’ prior written notice due to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination noticecasualty. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior notwithstanding anything to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting contrary in any way from such damage or the repair thereof. Notwithstanding the foregoingthis Lease, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall, in Landlord’s sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event there is damagedless than two (2) years of the Lease Term remaining or in the event Landlord’s mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: thirty (i30) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice If Landlord does not thus elect to terminate this Lease, Landlord shall specify a termination date commence and proceed with reasonable diligence to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement attached hereto as Exhibit D (except that Landlord shall not fewer than 30 nor be responsible for delays not within the control of Landlord) to substantially the same condition in which it was immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord’s obligation to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, shall not require Landlord to expend for such repair and restoration work more than 90 days after such notice is given to the other party, but in no event shall insurance proceeds actually received by the termination date be after the last day Landlord as a result of the Term. If this Lease is not terminated pursuant to this paragraph casualty and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date obligation to restore shall be further limited so that Landlord shall not be required to expend for completion of the repair and restoration work (subject of the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to extension for delays caused solely the Work Letter Agreement, more than the dollar amount of the Allowance, if any, described in the Work Letter Agreement. When the repairs described in the preceding two sentences have been completed by Tenant and Force Majeure Events)Landlord, then Tenant shall have complete the right restoration of all improvements, including furniture, fixtures and equipment, which are necessary to terminate this Lease permit Tenant’s reoccupancy of the Premises. Except as set forth above, all cost and expense of reconstructing the Premises shall be borne by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionTenant, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty ability to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing pay such costs prior to the damage, with commercially reasonable speed Landlord’s commencement of repair and diligence, subject to delays that may arise by reason of adjustment restoration of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises are unfit for occupancy. If the Premises or an applicable any other portion thereof as a result of the Property is damaged by fee or other casualty resulting from the fault or negligence of Tenant or any of Tenant’s agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such casualty. damage and Tenant shall have no right be liable to terminate this Lease as a result of any damage or destruction Landlord for the cost of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord repair and Tenant with respect to any and all damage to, or destruction of, all or any part restoration of the Premises, Property caused thereby to the extent such cost and any Law 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 Premisesexpense is not covered by insurance proceeds.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that in Landlord's reasonable judgment, substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall be required (whether or not the Premises has been damaged by such casualty) or in the event Landlord will not be permitted by applicable law to rebuild the Building in substantially the same form as existed prior to the fire or casualty or in the event the Premises has been materially damaged and there is damagedless than two (2) years of the Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice termination shall specify a be effective as of the date of fire or casualty, with respect to any portion of the Premises that was rendered untenantable, and the effective date of termination date specified in Landlord's notice, with respect to any portion of the Premises that remained tenantable. If Landlord does not fewer than 30 nor more than 90 days after such notice is given elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) located within the Premises, if any, which Landlord has insured to substantially the same condition they were in immediately prior to the other party, but in no event shall the termination date be after the last day happening of the Termcasualty. If this Lease is Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the Leasehold Improvements, if any, shall not terminated pursuant require Landlord to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date expend for completion of the such repair and restoration work (subject more than the insurance proceeds actually received by the Landlord as a result of the casualty. When repairs to extension for delays caused solely the Premises have been completed by Tenant and Force Majeure Events)Landlord, then Tenant shall have complete the right restoration or replacement of all Tenant's Property necessary to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date permit Tenant's reoccupancy of completionthe Premises, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of Tenant's ability to pay such costs prior to Landlord's commencement of repair and restoration of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated on a per diem basis during the period (if any) during which Tenant is time and to the extent any damage to the Premises causes the Premises to be rendered untenantable and not reasonably able to use used by Tenant. If the Premises or an applicable any other portion thereof as a result of such casualty. the Building is damaged by fire or other casualty resulting from the negligence of Tenant or any Tenant Related Parties, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable (except to the extent Landlord is entitled to be reimbursed by the proceeds of any rental interruption insurance), and Tenant shall have no right be liable to terminate this Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease as a result Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building is damagedshall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event any mortgagee of the Building should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termdamage. If this Lease is Landlord does not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right thus elect to terminate this Lease Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building to substantially the same condition in which it was immediately prior to the happening of the casualty, except that Landlord's obligation to restore shall not exceed the scope of the work required to be done by sending Landlord at least 30 days’ prior written notice Landlord's expense in originally constructing the Building and installing the Tenant Improvements, nor shall Landlord be required to spend for such work an amount in excess of the insurance proceeds actually received by Landlord within 30 days after such estimated date as a result of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession casualty. When the portions of the Premises to originally furnished at Landlord's expense have been restored by Landlord, Tenant within 30 days after shall, at Tenant's expense, complete the restoration of the Premises, including the reconstruction of all improvements in excess of those Tenant Improvements originally installed at Landlord’s receipt 's expense, and the restoration of Tenant’s termination notice. If there occurs any casualty to the Premises 's furniture and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Eventsequipment. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Rent and Additional Rent Landlord shall be equitably adjusted or abated allow Tenant a fair diminution of rent during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises are unfit for occupancy. If the Premises or an applicable any other portion thereof as a result of the Building or the Project be damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such casualty. damage and Tenant shall have no right be liable to terminate this Lease as a result of any damage or destruction Landlord for the cost of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord repair and Tenant with respect to any and all damage to, or destruction of, all or any part restoration of the Premises, Building or the Project caused thereby to the extent such cost and any Law 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 Premisesexpense is not covered by insurance proceeds.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (icollectively a “Casualty”), Landlord, with reasonable promptness but not later than sixty (60) insurance proceeds are unavailable days from the date of such casualty, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building is damagedPremises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot reasonably be substantially completed within 270 days from the date of the Casualty, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the gross negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than two (2) years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building occurs. If this Lease is In addition, in the event that the Premises and the Common Areas are not terminated pursuant Substantially Completed within 270 days from the date the Casualty occurred, subject to this paragraph and Landlord fails reasonable delays (not to complete the repair exceed sixty (60) days) for insurance adjustment or restoration work within 90 days after other matters beyond Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)reasonable control, then Tenant shall have the right to terminate this Lease by sending at least upon 30 days’ prior written days advance notice to the Landlord within 30 given at any time subsequent to 270 days (plus a period of up to sixty (60) days set forth above, if applicable) after such estimated the date of completion, the Casualty but prior to such Substantial Completion; provided this Lease shall remain in full force and effect and Tenant shall no longer have that if the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing Common Areas Substantially Complete prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason expiration of adjustment such 30-day period then said notice of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent termination shall be equitably adjusted of no force or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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.

Casualty Damage. If there occurs With reasonable promptness after discovering any casualty damage to the Project and: Premises (i) insurance proceeds are unavailable other than trade fixtures), or to Landlord the Common Areas necessary for access to the Premises, resulting from any fire or are insufficient to restore the Project to substantially its pre-other casualty condition; or (ii) more than 30% of the total area of the Building is damageda “Casualty”), Landlord shall have the right to terminate this Lease and all the unaccrued obligations notify Tenant of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgmentestimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the repair and restoration work would require more than 210 consecutive Landlord Repairs cannot be substantially completed within 270 days to complete after the casualty Casualty (assuming normal work crews not engaged in overtime); or (ii) or, if the casualty damage occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date Casualty), either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such casualtyestimate. Such notice shall specify a termination date not fewer than 30 nor more than Within 90 days after such notice is given discovering any damage to the other partyProperty resulting from any Casualty, but in no event shall the termination date Landlord may terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be after the last day of the Termused to pay any mortgage debt; or (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies (excluding commercially reasonable deductible amounts). If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (other than trade fixtures) and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date demand. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for completion Tenant’s access to the Premises is damaged by a Casualty, then, during any time that, as a result of such damage, any portion of the repair Premises is untenantable or inaccessible and restoration work is not occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises. If Landlord does not substantially complete the Landlord Repairs on or before the Outside Restoration Date (subject to extension for delays caused solely by Tenant and Force Majeure Eventsdefined below), then then, provided that the casualty was not caused by the negligence or intentional misconduct of Tenant shall have the right to or any Tenant Party, Tenant may terminate this Lease by sending at least 30 days’ prior written notice to notifying Landlord within 30 ten (10) days after such estimated the Outside Restoration Date. As used herein, “Outside Restoration Date” means the date occurring sixty (60) days after the later of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have (a) the right to terminate this Lease if Landlord delivers possession expiration of the Premises to Tenant within 30 time set forth in the Completion Estimate, or (b) the date occurring two hundred seventy (270) days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty the Casualty; provided, however, that the Outside Restoration Date shall be extended to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause extent any unreasonable delay in the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment substantial completion of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Repairs is caused by Tenant or any Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereofParty. Notwithstanding the foregoing, Tenant’s obligation if Landlord determines in good faith that it will be unable to pay Fixed Rent substantially complete the Landlord Repairs on or before the Outside Restoration Date, Landlord may cease its performance of the Landlord Repairs and Additional Rent shall be equitably adjusted or abated during notify Tenant (the period (if any“Restoration Date Extension Notice”) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualtyinability, which Restoration Date Extension Notice shall set forth the date on which Landlord reasonably believes such substantial completion will occur. Upon receiving the Restoration Date Extension Notice, Tenant shall have no right to may terminate this Lease as a result of any damage or destruction of by notifying Landlord within ten (10) days after receiving the PremisesRestoration Date Extension Notice. If Tenant does not terminate this Lease within such ten (10) day period, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect the Outside Restoration Date automatically shall be amended to any and all damage to, or destruction of, all or any part of be the Premises, and any Law with respect to any rights or obligations concerning damage or destruction date set forth 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 PremisesRestoration Date Extension Notice.

Casualty Damage. If there occurs any casualty to In the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% event of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises by fire or any other casualty, this Lease shall not be terminated, but the Premises shall be promptly and fully repaired or restored, as the case may be, to substantially the same condition as existed prior to such fire or other casualty, by Landlord at its own cost and expense in an amount not to exceed the amount of insurance proceeds available. Due allowance, however, shall be given for reasonable time required for adjustment and settlement of insurance claims, and for such other delays as may result from government restrictions, and controls on construction, if any, and for strikes, national emergencies and other conditions beyond the control of Landlord. It is agreed that in any of the aforesaid events, this Lease shall continue in full force and effect, but if the condition is such so as to make the entire Premises untenantable for practical use for Tenant’s purposes, then the Rent which Tenant is obligated to pay hereunder shall xxxxx as of the date of the occurrence until the Premises have been fully and completely restored by Landlord. Any unpaid or prepaid Rent for the month in which said condition occurs shall be prorated. If the Premises are partially damaged or destroyed but the Tenant can still make practical use of the balance of the Premises; then during the period that Tenant is deprived of the use of the damaged portion of said Premises, except Tenant shall be required to pay Rent covering only that part of the Premises that it is able to occupy, based on that portion of total rent which the amount of square foot area remaining that can be occupied bears to the total square foot area of all the Premises covered by this Lease. In the event that twenty five per cent (25%) or more of the Premises are damaged or destroyed by fire or other casualty so as expressly provided in this Section. The provisions to be untenantable for practical use for Tenant’s purposes and it shall require more than one hundred eighty (180) days for Landlord to substantially complete restoration of same as reasonably concurred on by Tenant, then either party hereto upon written notice delivered within thirty (30) days of the fire or other casualty to the other party may terminate this Lease, including this Sectionin which case the Rent shall be apportioned and paid to the date of said fire or other casualty. Subject to the foregoing, constitute an express agreement between Landlord and Tenant with respect to any and all damage tono compensation, or destruction ofclaim, all or diminution of Rent will be allowed or paid, by Landlord, by reason of consequential damages, inconvenience, annoyance, or injury to business, arising from the necessity of repairing the Premises or any part portion of the PremisesBuilding of which they are a part, and any Law with respect to any rights or obligations concerning damage or destruction in however 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 Premisesnecessity may occur.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage; provided, however, that Landlord and Tenant shall each have the right to may not terminate this Lease and pursuant to this sentence unless the Premises have been materially damaged or Landlord also exercises all the unaccrued obligations rights it may have acquired as a result of the parties hereto, by sending written notice Casualty to terminate any other leases of such termination space in the Building (to the other party within 60 days after the date of extent such casualty. Such notice shall specify a leases provide Landlord with termination date not fewer than 30 nor more than 90 days after rights comparable to those found herein with respect to such notice is given to the other party, but in no event shall the termination date be after the last day of the TermCasualty). If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (other than trade fixtures) and any Common Area or restoration work portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date for completion demand. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or portion of the repair and restoration work (subject Base Building necessary for access to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession or tenantability of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs is damaged by a Casualty, then, during any casualty to the Premises and neither party terminates this Leasetime that, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is inaccessible or untenantable and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 such portion of the Premises.

Casualty Damage. A. If there occurs all or any casualty part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall xxxxx for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the Project and: (i) insurance proceeds extent the Premises are unavailable to Landlord or are insufficient to restore unfit for occupancy for the Project to substantially its pre-casualty condition; or (ii) more than 30% purposes permitted under this Lease, and not occupied by Tenant as a result of the total area subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Building Premises it is damagedrequired to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and all the unaccrued obligations there are less than 2 years of the parties hereto, by sending written notice Term remaining on the date of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Termprovided, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties heretohowever, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then that Tenant shall have the right to terminate exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this Lease by sending at least 30 days’ prior written notice clause (4), any loss which is not insured because Landlord failed to Landlord within 30 days after such estimated date maintain the insurance coverage required pursuant to the provisions of completion, provided this Lease shall remain not be deemed a “uninsured loss”); or (5) such restoration cannot, in full force and effect and Tenant shall no longer have Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damage. Landlord may exercise its right to terminate this Lease if Landlord delivers possession by notifying Tenant in writing within 90 days after the date of the Premises casualty; provided, however, that as a condition to Tenant within 30 days after Landlord’s receipt of Tenant’s termination noticesuch termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If there occurs any casualty to the Premises and neither party terminates Landlord does not terminate this Lease, then subject to the provisions of Section 17.B below, Landlord shall use commercially commence and proceed with reasonable efforts diligence to cause repair and restore the damage to be repaired structure of the Building (exclusive excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant’s Property) using materials and workmanship equal to a condition as nearly as practicable or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to that existing prior to spend more than the damage, with commercially reasonable speed and diligence, subject to delays that may arise insurance proceeds received by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsLandlord plus any applicable deductible payment. Landlord shall not be liable for any inconvenience loss or annoyance to Tenant or Tenant Indemnitees, injury damage to Tenant’s business, Property or pain and suffering, to the business of Tenant resulting in any way from such damage the fire or other casualty or from the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction restoration of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 Premisesdamage.

Casualty Damage. If there occurs With reasonable promptness after discovering any casualty damage to the Project and: Premises, or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damageda “Casualty”), Landlord shall have the right to terminate this Lease and all the unaccrued obligations notify Tenant of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgmentestimate (based upon a written estimate from Landlord’s contractor) of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews Landlord Repairs cannot engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party be substantially completed within 60 270 days after the date of Casualty, either party may terminate this Lease upon 45 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such casualtyestimate. Such notice shall specify a termination date not fewer than 30 nor more than Within 90 days after such notice is given discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other partythan deductibles with respect to earthquake damage), but except in no event shall a circumstance in which such shortfall results from Landlord’s breach of its obligations under Section 10.6(b) hereof; (iii) Landlord decides to rebuild the termination date Building or Common Areas so that it or they will be after substantially different structurally or architecturally; (iv) the damage occurs during the last day months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage; provided, however, that Landlord may not terminate this Lease pursuant to this sentence unless Landlord also exercises all rights it may have acquired as a result of the Casualty to terminate any other leases of space in the Building. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements. If the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date for completion of the repair demand. No Casualty and no restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant performed as required hereunder shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to render Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, constitute a constructive eviction, or pain and sufferingexcuse Tenant from any obligation hereunder; provided, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoinghowever, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (that if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof any Common Area necessary for Tenant’s access to (or parking for) the Premises is damaged by a Casualty, then, during any time that, as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 such portion of the Premises.

Casualty Damage. A. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that in Landlord's reasonable judgment, substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall be required (whether or not the Premises has been damaged by such casualty) or in the event Landlord will not be permitted by applicable law to rebuild the Building in substantially the same form as existed prior to the fire or casualty or in the event the Premises has been materially damaged and there is damagedless than one (1) year of the Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice termination shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day effective as of the Term. If this Lease is not terminated pursuant date of fire or casualty, with respect to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion any portion of the repair Premises that was rendered untenantable, and restoration work (subject the effective date of termination specified in Landlord's notice, with respect to extension for delays caused solely by Tenant and Force Majeure Events)any portion of the Premises that remained tenantable. In addition to Landlord's rights to terminate as provided herein, then Tenant shall have the right to terminate this Lease if: (1) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior fire or other casualty and such damage cannot reasonably be repaired within sixty (60) days after the date of such fire or other casualty; (2) there is less than one (1) year of the Lease Term remaining on the date of such casualty; (3) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (4) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 thirty (30) days after such estimated the date of completionthe fire or other casualty. If neither Landlord nr Tenant elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease Lease) located within the Premises, if any, which Landlord has insured to substantially the same condition they were in immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the Leasehold Improvements, if any, shall remain in full force not require Landlord to expend for such repair and effect restoration work more than the insurance proceeds actually received by the Landlord as a result of the casualty. When repairs to the Premises have been completed by Landlord, Tenant shall complete the restoration or replacement of all Tenant's Property necessary to permit Tenant's reoccupancy of the Premises, and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of Tenant's ability to pay such costs prior to Landlord's commencement of repair and restoration of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated on a per diem basis during the period (if any) during which Tenant is time and to the extent any damage to the Premises causes the Premises to be rendered untenantable and not reasonably able to use used by Tenant. If the Premises or an applicable any other portion thereof as a result of the Building is damaged by fire or other casualty resulting from the negligence of Tenant or any Tenant Related Parties, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable (except to the extent Landlord is entitled to be reimbursed by the proceeds of any rental interruption insurance), and Tenant shll be liable to Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such casualtycost and expense is not covered by insurance proceeds. Landlord and Tenant shall have no right hereby waive the provisions of any law from time to terminate this time in effect during the Lease as a result Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. If there occurs 16.01 If, as a result of fire or other casualty (each, a “Casualty”), all or any casualty portion of the Premises becomes untenantable or inaccessible, Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord with a written estimate of the amount of time required, using standard working methods, to substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Project and: Premises (i) insurance proceeds are unavailable to “Completion Estimate”). Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% shall promptly forward a copy of the total area Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date of the Building is damagedCasualty (when such repairs are made without the payment of overtime or other premiums), Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within ten (10) days after Landlord’s delivery of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination delivered to the other party Tenant within 60 ninety (90) days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other partyCasualty, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease if the Building or Property shall be damaged by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionCasualty, provided this Lease shall remain in full force whether or not the Premises are affected, and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession one or more of the Premises to Tenant within 30 days after following conditions is present: (1) in Landlord’s receipt reasonable judgment, repairs cannot reasonably be completed within two hundred seventy (270) days from the date the repairs are started (when such repairs are made without the payment of Tenant’s termination notice. If there occurs overtime or other premiums); (2) any casualty Mortgagee requires that the insurance proceeds or any portion thereof be applied to the Premises payment of the mortgage debt; (3) the damage is not fully covered by Landlord’s insurance policies and neither party terminates this Lease, then deductible amounts; (4) Landlord decides to rebuild the Building or Common Areas so that they will be substantially different structurally or architecturally (provided Landlord shall use commercially reasonable efforts to cause terminate all leases in the Building which are similarly affected); or (5) the damage to be repaired occurs during the last twelve (exclusive of Tenant’s Property12) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment months of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 PremisesTerm.

Casualty Damage. If there occurs During the term hereof, if the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged by fire or other casualty to that substantial alteration or reconstruction of the Project and: Building shall be required, (i) if the Premises have been materially damaged and there is less than one (1) year of the Term remaining on the date of the casualty, or (ii) if insurance proceeds in excess of $500,000 are unavailable to Landlord or are insufficient to restore for the Project to substantially its pre-casualty condition; or (ii) more than 30% repair of the total area of the Building is damagedBuilding, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, term and estate hereby granted by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: sixty (i60) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice damage, in which event the Rent shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day abated as of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the such damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenantwith respect to clause (ii) of the preceding sentence, by providing written notice to Landlord (the “Election Notice”) within 10 days following the date Landlord notifies Tenant of Landlord’s obligation determination that a casualty results in a material uninsured loss in excess of $500,000 (and which notice Landlord shall provide to Tenant within a reasonable period of time following Landlord’s determination thereof), Tenant may elect to pay Fixed Rent the entire shortfall of all costs and Additional Rent shall be equitably adjusted or abated during expenses directly related to the period restoration of the Building in accordance with the terms of this Lease in excess of $500,000 (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result “Restoration Funds”), and, following Landlord’s receipt of such casualty. Tenant the Restoration Funds, Landlord shall have no right to terminate this Lease. If the Premises are damaged by fire or other casualty and Landlord does not elect to terminate the Lease or is not entitled to terminate the Lease pursuant to its terms, then Tenant shall have the option to terminate the Lease if the Premises are not reasonably expected to be fully restored by Landlord to their prior condition within three hundred sixty-five (365) days after the damage, as a result reasonably determined by Landlord, which determination Landlord shall make within thirty (30) days after the date of any such damage and shall notify Tenant thereof within such thirty (30) day period, or destruction if the Premises are not actually fully restored by Landlord to their prior condition within three hundred ninety-five (395) days after the damage. If Tenant intends to terminate this Lease pursuant to the immediately preceding sentence, Tenant shall provide written notice to Landlord within thirty (30) days after written notice from Landlord of Landlord’s determination that the Premises are not reasonably expected to be fully restored within such three hundred sixty-five (365) day period or within fifteen (15) days after the expiration of such three hundred ninety-five (395) period, as the case may be. If neither party terminates the Lease, Landlord shall, within sixty (60) days after the date of such damage, commence to repair and restore the Building and shall proceed with reasonable diligence to restore the Building (except that Landlord shall not be responsible for delays outside its control) to substantially the same condition in which it was immediately prior to the happening of the Premisescasualty, except as expressly provided in this Section. The that Landlord shall not be required to rebuild, repair or replace any part of Tenant’s furniture and furnishings or fixtures and equipment removable by Tenant under the provisions of this Lease, including this Section, constitute an express agreement between but such work shall not exceed the scope of the work done by Landlord in originally constructing the Building and the Landlord’s Work. Tenant with respect shall not be entitled to any compensation or damages from Landlord, and all damage toLandlord shall not be liable, or destruction of, all for any loss of the use of the whole or any part of the Premises, the Building, Tenant’s personal property, or any inconvenience or annoyance occasioned by such loss of use, damage, repair, reconstruction or restoration, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a diminution of Rent on a square footage basis during the time and to the extent the Premises are unfit or unavailable for occupancy. Subject to Section 19(h) of the Lease, if the Premises or any Law with respect other portion of the Building are damaged by fire or other casualty resulting from the negligence of Tenant or any of Tenant’s agents, employees, or invitees, Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. Landlord and Tenant each hereby specifically waives any and all rights each may have under any law, statute, ordinance or obligations concerning regulation to terminate the Lease by reason of casualty or damage to the Premises or destruction in the absence of an express agreement between the partiesBuilding, and any other statute or regulation, now or hereafter in effect, the parties hereto specifically agree that the Lease shall have no application to this Lease or any damage or not automatically terminate by law upon destruction to all or any part of the Premises.

Casualty Damage. If there occurs any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than thirty percent (30% %) of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 sixty (60) days after such casualty. Such notice shall specify a termination date not fewer than 30 thirty (30) nor more than 90 ninety (90) days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 twelve (12) months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 sixty (60) days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 thirty (30) nor more than 90 ninety (90) days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete Notwithstanding the repair foregoing, if the casualty was caused by the criminal act of Tenant or restoration work within 90 days after Landlord’s estimated date for completion any principal or officer of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Tenant, then Tenant shall have the no right to terminate this Lease by sending at least 30 days’ prior written notice due to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination noticecasualty. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within ninety (90) days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least thirty (30) days’ prior written notice to Landlord within thirty (30) days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s termination notice. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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.

Casualty Damage. If there occurs If, before the Closing Date, the improvements on the Property are damaged by any insured casualty and the cost to restore such improvements, as reasonably agreed by Seller and Buyer, is more than Five Million Dollars ($5,000,000), Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If, before the Closing Date, the improvements on the Property are damaged by any casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by Seller and Buyer, is more than Two Million Dollars ($2,000,000) (such an event being referred to as a “Major Uninsured Casualty”), Seller and Buyer each shall have the right, by giving notice to the Project and: other within thirty (i30) insurance proceeds days after Seller gives notice of the occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If, in the event of a Major Uninsured Casualty, Seller elects to terminate this Agreement (as provided above), then Buyer may override such election by agreeing, in writing, to assume the responsibility for such damage with no right to any claim against Seller on account thereof, in which event the subject transaction shall proceed as if such damage had not occurred. If this Agreement terminates as result of an election by Buyer or Seller following a Major Uninsured Casualty the Deposit shall be immediately returned to Buyer. If, before the Closing Date, the improvements on the Property are unavailable to Landlord or are insufficient damaged by any insured casualty and the cost to restore such improvements, as reasonably determined by Buyer, is Five Million Dollars ($5,000,000) or less, or the Project improvements on the Property are damaged by any casualty not covered by insurance and the cost to substantially its pre-casualty condition; restore such improvements, as reasonably determined by Seller and Buyer, is Two Million Dollars ($2,000,000) or (ii) more than 30% of the total area of the Building is damagedless, Landlord shall have or either Seller or Buyer has the right to terminate this Lease and all the unaccrued obligations Agreement pursuant to either of the parties hereto, by sending written notice of preceding sentences but neither Seller nor Buyer exercises such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)right, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease Agreement shall remain in full force and effect and Tenant shall no longer have and, on the Closing Date, any insurance proceeds (or, if not theretofore received, the right to terminate this Lease if Landlord delivers possession receive such proceeds) payable to Seller on account of the Premises damage shall be transferred to Tenant within 30 days after LandlordBuyer and the amount of any deductible under Seller’s receipt of Tenant’s termination notice. If there occurs any casualty insurance policy to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment extent of the loss under insurance policies, Laws, restoration cost as reasonably determined by Seller and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent Buyer shall be equitably adjusted or abated during a credit to Buyer against the period (if any) during which Tenant is not total purchase price for the Property. Seller shall give notice to Buyer reasonably able to use promptly after the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result occurrence of any damage or destruction to the improvements on the Property by any casualty. If necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by this section 6.3 and the period of the Premises, except as expressly provided thirty (30) days described in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premisessection 6.3 has expired, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, restoration cost has been determined by Seller 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 PremisesBuyer.

Casualty Damage. If there occurs the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged by fire or other casualty to the Project and: (i) insurance proceeds are unavailable to Landlord that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building is damagedshall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such fire or other casualty), Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice damage, in which event the Rent shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day abated as of the Termdate of such damage. If this Lease is Landlord does not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right elect to terminate this Lease by sending at least 30 days’ prior written notice Lease, and provided insurance proceeds and any contributions from Tenant, if necessary, are available to fully repair the damage, Landlord shall within 30 one hundred twenty (120) days after such estimated the date of completion, provided this Lease such damage commence to repair and restore the Building and shall remain in full force and effect and Tenant shall no longer have proceed with reasonable diligence to restore the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Building (except that Landlord shall use commercially reasonable efforts to cause the damage to not be repaired (exclusive of Tenant’s Propertyresponsible for delays outside its control) to a substantially the same condition as nearly as practicable to that existing in which it was immediately prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment happening of the loss casualty; provided, Landlord shall not be required to rebuild, repair, or replace any part of Tenant's furniture, furnishings, fixtures and/or equipment removable by Tenant or any improvements, alterations or additions installed by or for the benefit of Tenant under the provisions of this Lease. Landlord shall not in any event be required to spend for such work an amount in excess of the insurance policiesproceeds (excluding any deductible) and any contributions from Tenant, Lawsif necessary, and Force Majeure Eventsactually received by Landlord as a result of the fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant IndemniteesTenant, injury to the business of Tenant’s business, loss of use of any part of the Premises by the Tenant or pain and suffering, loss of Tenant's personal property resulting in any way from such damage or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent during the time and to the extent the Premises are unfit for occupancy. Notwithstanding anything to the foregoingcontrary contained herein, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable any other portion thereof as a result of the Building be damaged by fire or other casualty resulting from the intentional or negligent acts or omissions of Tenant or any of Tenant's Representatives, (i) the Rent shall not be diminished during the repair of such casualty. damage, (ii) Tenant shall not have no any right to terminate this Lease as a result due to the occurrence of such casualty or damage, and (iii) Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of all or any portion of the Building caused thereby (including, without limitation, any deductible) to the extent such cost and expense is not covered by insurance proceeds. In the event the holder of any damage or destruction indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the Premisesdate of notice to Tenant of any such event, whereupon all rights and obligations shall cease and terminate hereunder except for those obligations expressly intended to survive any such termination of this Lease. Except as expressly otherwise provided in this Section. The Section 27, Tenant hereby waives the provisions of this LeaseSections 1932(2.), including this Section1933(4.), constitute an express agreement between Landlord 1941 and Tenant with respect to any and all damage to, or destruction of, all or any part 1942 of the Premises, and any Law 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 PremisesCalifornia Civil Code.

Casualty Damage. A. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that in Landlord's reasonable judgment, substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall be required (whether or not the Premises has been damaged by such casualty) or in the event Landlord will not be permitted by applicable law to rebuild the Building in substantially the same form as existed prior to the fire or casualty or in the event the Premises has been materially damaged and there is damagedless than two (2) years of the Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice termination shall specify a be effective as of the date of fire or casualty, with respect to any portion of the Premises that was rendered untenantable, and the effective date of termination date specified in Landlord's notice, with respect to any portion of the Premises that remained tenantable. If Landlord does not fewer than 30 nor more than 90 days after such notice elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) located within the Premises, if any, which Landlord has insured (or is given required to insure) to substantially the same condition they were in immediately prior to the other party, but in no event shall the termination date be after the last day happening of the Termcasualty. If this Lease is Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the Leasehold Improvements, if any, shall not terminated pursuant require Landlord to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date expend for completion of the such repair and restoration work (subject more than the insurance proceeds actually received by the Landlord as a result of the casualty. When repairs to extension for delays caused solely the Premises have been completed by Tenant and Force Majeure Events)Landlord, then Tenant shall have complete the right restoration or replacement of all Tenant's Property necessary to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date permit Tenant's reoccupancy of completionthe Premises, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of Tenant's ability to pay such costs prior to Landlord's commencement of repair and restoration of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated on a per diem basis during the period (if any) during which Tenant is time and to the extent any damage to the Premises causes the Premises to be rendered untenantable and not reasonably able to use used by Tenant. If the Premises or an applicable any other portion thereof as a result of such casualty. the Building is damaged by fire or other casualty resulting from the negligence of Tenant or any Tenant Related Parties, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable (except to the extent Landlord is entitled to be reimbursed by the proceeds of any rental interruption insurance), and Tenant shall have no right be liable to terminate this Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease as a result Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. If there occurs the Premises or any part thereof shall be damaged --------------- by fire or other casualty, Lessee shall give prompt written notice thereof to Lessor. In case the Building shall be so damaged by fire or other casualty to the Project and: (i) insurance proceeds are unavailable to Landlord that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building is damagedshall, Landlord in Lessor's reasonable opinion, be required (whether or not the Premises shall have the right to been damaged by such fire or other casualty), Lessor may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Lessee in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: sixty (i60) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice damage, in which event the Rent shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day abated as of the Termdate of such damage. If this Lease is Lessor does not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right elect to terminate this Lease by sending at least 30 days’ prior written notice to Landlord or substantial alteration or reconstruction of the Building is not required, Lessor shall within 30 sixty (60) days after such estimated the date of completion, provided this Lease such damage commence to repair and restore the Building and shall remain in full force and effect and Tenant proceed with reasonable diligence to restore the Building (except that Lessor shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to not be repaired (exclusive of Tenant’s Propertyresponsible for delays outside its control) to a substantially the same condition as nearly as practicable to that existing in which it was immediately prior to the happening of the casualty, except that Lessor shall not be required to rebuild, repair, or replace any part of Lessee's furniture, furnishings or fixtures and equipment removable by Lessee or any improvements installed by Lessee under the provisions of this Lease. If the Premises are substantially damaged or impaired by fire or other casualty as reasonably determined by Lessor, and the Premises cannot be restored within one hundred eighty (180) days after the date of such damage, with commercially reasonable speed and diligence, subject Lessee may terminate the Lease. Lessor shall not in any event be required to delays that may arise by reason of adjustment spend for such work an amount in excess of the loss under insurance policiesproceeds, Lawswithout regard to any deductible actually received by Lessor as a result of the fire or other casualty, and Force Majeure Eventsunless caused by the gross negligence or willful misconduct of Lessor or Lessor's representative. Landlord Lessor shall not be liable for any inconvenience or annoyance to Tenant or Tenant IndemniteesLessee, injury to Tenant’s businessthe business of Lessee, loss of use of any part of the Premises by the Lessee or pain and suffering, loss of Lessee's personal property resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Lessee's Rent and Additional Rent all other payment obligations hereunder shall be equitably adjusted proportionately reduced based upon the extent to which damages or abated during repairs prevent Lessee from the period (if any) during which Tenant is not conduct of its business at the Premises, as reasonably able to use determined by Lessor. If the Premises or an applicable any other portion thereof as a result of the Building be damaged by fire or other casualty resulting from the fault or negligence of Lessee or any of Lessee's agents, employees, or invitees, the Rent shall not be diminished during the repair of such casualty. Tenant damage and Lessee shall have no right be liable to terminate this Lease as a result of any damage or destruction Lessor for the cost and expense of the Premises, except repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Except as expressly otherwise provided in this Section. The Xxxxxxxxx 00, Xxxxxx hereby waives the provisions of this LeaseSections 1932(2.), including this Section1933(4.), constitute an express agreement between Landlord 1941 and Tenant with respect to any and all damage to, or destruction of, all or any part 1942 of the Premises, and any Law 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 PremisesCalifornia Civil Code.

Casualty Damage. If there occurs all or any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% part of the total area of the Building Premises is damageddamaged by fire or other casualty, Landlord Tenant shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending give prompt written notice of such termination damage to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to TenantLandlord. If there occurs any either of the Buildings is so damaged by fire or other casualty to the Premises and: (i) that substantial alteration or reconstruction of such Building will, in Landlord’s reasonable judgmentsole opinion, be required (whether or not the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtimePremises shall have been damaged by such fire or other casualty); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to the other party within 60 days after the date of such casualtydamage, in which event the Rent shall be abated as of the date of such damage. Such In addition, if, in the reasonable judgment of Landlord’s contractor, the required repairs likely will take longer than 180 days to complete after they are commenced, Landlord shall give Tenant written notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be within 45 clays after the last day date of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion damage of the repair contractor’s determination and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior delivering a written termination notice to Landlord within 30 10 days after such estimated date of completionreceiving Landlord’s notice, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession time being of the Premises essence with respect to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty neither Landlord nor Tenant elects to the Premises and neither party terminates terminate this Lease, then and provided insurance proceeds and any contributions from Tenant, if necessary, are available to fully repair the damage, Landlord shall use commercially within 90 days after the date of such damage commence to repair and restore the Buildings and shall proceed with reasonable efforts diligence to cause restore the damage Buildings (except that Landlord shall not be responsible for delays outside its control) to substantially the same condition in which it was immediately before the happening of the casualty; provided, Landlord shall not be repaired (exclusive required to rebuild, repair, or replace any part of Tenant’s Property) furniture, furnishings or fixtures and equipment removable by Tenant or any improvements, alterations or additions installed by or for the benefit of Tenant under this Lease. Landlord shall not in any event be required to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment spend for such work an amount in excess of the loss under insurance policiesproceeds (excluding any deductible) and any contributions from Tenant, Lawsif necessary, and Force Majeure Eventsactually received by Landlord as a result of the fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant IndemniteesTenant, injury to the business of Tenant, loss of use of any part of the Premises by Tenant or loss of Tenant’s business, or pain and suffering, personal property resulting in any way from such damage or the repair thereofof such damage, except that Rent shall equitably xxxxx during the time and to the extent the Premises are unfit for occupancy. In the event any Mortgagee requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within 30 days after the date of notice to Tenant of any such event, whereupon all rights and obligations shall cease and terminate under this Lease. Notwithstanding the foregoing, Tenant’s obligation if Landlord has not substantially completed the repairs this Section 24 requires within 270 days after the casualty occurs (subject to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result extension of such casualtyperiod for any Tenant delay, provided that Landlord must give Tenant notice of any such delay promptly after Landlord becomes aware of the delay), Tenant may terminate this Lease upon 30 days’ written notice delivered to Lender and Mortgagee before Landlord has substantially completed such required repairs, provided that if the required repairs are substantially completed within 30 days after Tenant delivered its termination notice, the termination notice will be ineffective. Tenant shall will not have no the right to terminate the Lease under this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant Section 24 with respect to any and all damage to, or destruction of, all or any part of the Premisessuch casualty damage, and any Law the Lease shall remain in full force and effect 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 same effect as if Tenant had never had a termination right under this Lease or any damage or destruction to all or any part of the PremisesSection 24.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 210 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last lest 12 months of the Term; or (v) any owner, other than Landlord, of any damaged portion of the Project does not intend to repair such damage; provided, however, that Landlord and Tenant shall each have the right to may not terminate this Lease and pursuant to this sentence unless the Premises has been materially damaged or Landlord also exercises all the unaccrued obligations rights it may have acquired as a result of the parties hereto, by sending written notice Casualty to terminate any other similarly situated leases of such termination to space in the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the TermBuilding. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements and trade fixtures, and if the estimated or actual cost of restoring any Tenant-Insured Improvements and trade fixtures exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date for completion of the repair demand. No Casualty and no restoration work (subject performed as required hereunder shall render Landlord liable to extension for delays caused solely by Tenant, constitute a constructive eviction, or excuse Tenant and Force Majeure Events)from any obligation hereunder; provided, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionhowever, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease that if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of or any Common Area necessary for Tenant’s termination notice. If there occurs any casualty access to the Premises and neither party terminates this Leaseis damaged by a Casualty, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damagethan, with commercially reasonable speed and diligenceduring any time that, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 such portion of the Premises.

Casualty Damage. Tenant shall give immediate written notice to Landlord of any damage caused to or suffered by the Premises or the Project. Tenant shall be responsible for any subsequent waste which may occur to the Premises or the Project in the event Tenant fails to timely notify Landlord of any damage to the Premises or the Project. If there occurs the Premises or the Project are totally destroyed, or so partially damaged such that Tenant's use of the Premises is materially interfered with, from a risk which is wholly covered by insurance proceeds made available to Landlord for such purpose, Landlord shall proceed with reasonable diligence to repair the damage or destruction, and the Lease shall not terminate; provided, however, that if in the opinion of Landlord's architect the Project or repairs cannot reasonably be completed within 180 days after the date of Landlord's actual knowledge of such damage, either party may at its election terminate the Lease by delivering written notice of said election to the other party, in which event the rent payable for any casualty unexpired portion of the Lease shall be abated, effective upon the date such damage occurred. If the Premises or the Project are substantially damaged, in such a way that Tenant's use of the Premises is materially interfered with, from a risk not wholly covered by insurance made available to Landlord for repair or reconstruction, Landlord may terminate the Lease by delivering written notice of said termination to Tenant, in which event all rights and obligations under the Lease shall cease and terminate, effective upon the date such damage occurred, except any liability of Tenant accruing prior to the Lease being terminated. If the Premises or the Project are substantially damaged during the final 24 months of the Term or any renewal Term, Landlord shall not be required to rebuild or repair the damage to the Project and: (i) insurance proceeds are unavailable to or the Premises unless Tenant exercises a renewal option, if any, within 15 days after the date of receipt by Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of Tenant's notification of the total area occurrence of the Building damage. If Tenant does not elect to exercise its renewal option, or if there is damagedno previously unexercised renewal option contained within the Lease, Landlord shall have the right option to terminate this Lease the Lease, and all rent shall be abated for the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months unexpired portion of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after effective upon the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termdamage occurred. If this the Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Leasepreceding paragraphs, then Landlord shall proceed immediately and shall use commercially reasonable efforts diligence to cause rebuild or repair the damage Project and the Premises to be repaired (exclusive of Tenant’s Property) to a substantially the condition as nearly as practicable to that existing in which they existed prior to the damage; provided, with commercially reasonable speed and diligencehowever, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance required to Tenant or Tenant Indemniteesrebuild, injury to Tenant’s businessrepair, or pain and sufferingreplace any part of the partitions, resulting fixtures, additions, or other improvements or personal property required to be covered by Tenant's insurance described in any way from such damage article XI above. If the Premises is untenable, in whole or the repair thereof. Notwithstanding the foregoingin part, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able beginning on the date such damage occurred, and ending on the date of substantial completion of Landlord's repair or restoration work, then, under such circumstances, the rent for such period shall be reduced to use such extent as may be fair and reasonable under the circumstances, as determined by that portion of the Premises or an applicable portion thereof as a result which may reasonably be utilized by Tenant. Except for abatement of such casualty. rent, Tenant shall have no right claim against Landlord for any loss suffered by Tenant due to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, Project or destruction of, all or any part of the Premises, and or for any Law with respect to work or repair undertaken by Landlord as the result of any rights or obligations concerning such 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 Premisesdestruction.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete (as hereinafter defined) the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises ("Completion Estimate"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date not fewer than 30 nor more than 90 days of the Casualty (after such notice is given giving effect to any unexpired options to extend that have been validly exercised as provided herein); (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building or Premises (as hereinafter defined) occurs. If Landlord has the right to terminate this Lease is not terminated pursuant to this paragraph and Article 16, Landlord fails agrees to complete exercise such right in a nondiscriminatory fashion among leases affecting the repair or restoration work within 90 days after Landlord’s estimated date for completion Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration work (subject not covered by insurance proceeds, Landlord's plans to extension repair and restore Common Areas serving the Premises, Landlord's plans for delays caused repair and restoration of the Building, and other relevant factors of Landlord's decision as long as they are applied to Tenant in the same manner as other tenants. Landlord shall not in bad faith terminate this Lease pursuant to the terms of this Section 16.01 solely by for the purpose of replacing Tenant and Force Majeure Events)with a successor tenant. In addition, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession if: (a) a substantial portion of the Premises to Tenant has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 30 60 days after Landlord’s receipt of Tenant’s termination noticethe Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after receipt of the Completion Estimate. If there occurs any casualty For purposes of this paragraph, a “material uninsured loss to the Premises and neither party terminates Building or Premises” shall mean a casualty not covered by the insurance coverages required in this Lease, then Landlord whether or not a party hereto maintained such insurance coverage. The repair and restoration work shall use commercially reasonable efforts to cause the damage be deemed to be repaired (exclusive “Substantially Complete” on the date that all such work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment use of the loss under insurance policies, Laws, and Force Majeure EventsPremises. If Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting is actually delayed in any way from the performance of such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof work as a result of such casualty. the acts or omissions of Tenant, the Tenant shall have no right Related Parties or their respective contractors or vendors, including, without limitation, changes requested by Tenant to terminate this Lease as a result approved plans, Tenant’s failure to comply with any of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of its obligations under this Lease, including this Sectionor the specification of any materials or equipment with long lead times (a “Tenant Delay”), constitute an express agreement between the repair and restoration work shall be deemed to be Substantially Complete on the date that Landlord and could reasonably have been expected to Substantially Complete such work absent any Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 PremisesDelay.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by reason of fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending upon written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 10 days after receipt of the Completion Estimate. In addition, Tenant, by notice to Landlord within 10 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other partyCompletion Estimate, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of completionthe Casualty; and (2) the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 90 days from the date the repair is started. Tenant, provided this Lease however, shall remain in full force and effect and Tenant shall no longer not have the right to terminate this Lease if Landlord delivers possession the Casualty was caused by the gross negligence or intentional misconduct of Tenant or any Tenant Related Parties, regardless of anything in the Premises foregoing to the contrary. Landlord, by notice to Tenant within 30 90 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment date of the loss under insurance policiesCasualty, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant also shall have no the right to terminate this Lease as a result of any damage or destruction if: (1) the Premises have been materially damaged and there is less than 2 years of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part Term remaining on the date of the Premises, and Casualty; (2) any Law with respect Mortgagee requires that the insurance proceeds be applied 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 payment of the Premisesmortgage debt; or (3) a material uninsured loss to the Building occurs.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to the Project and: (i) insurance proceeds are unavailable to Landlord. Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% shall notify Tenant of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant estimated repair period within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice However, in case the Building shall specify be damaged to the extent greater than fifty percent (50%) of the replacement value of the Building (whether or not the Premises shall have been damaged by such casualty) or in the event there is less than two (2) years of the Lease Term remaining or in the event Landlord’s mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination date not fewer than 30 nor more than 90 within ninety (90) days after the date of such notice is given casualty. If Landlord does not elect to terminate this Lease, but if the Premises are damages to the other party, but extent that Tenant reasonably estimates that it will be unable to conduct business in no event shall the termination date be after the last day Premises for a period of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work one hundred eighty (subject to extension for delays caused solely by Tenant and Force Majeure Events)180) days, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notifying Landlord in writing of such termination within thirty (30) days following receipt of Landlord’s notice to that Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right does not elect to terminate this Lease if as a consequence of said casualty. If neither Tenant nor Landlord delivers possession of thus elects to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building, and the improvements located within the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to substantially the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a same condition as nearly as practicable to that existing in which it was immediately prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment happening of the loss under insurance policiescasualty. When the repairs described in the preceding two sentences have been completed by Landlord, LawsTenant shall complete the restoration of all furniture, fixtures and Force Majeure Eventsequipment which are necessary to permit Tenant’s reoccupancy of the Premises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional except that Rent shall be equitably adjusted or abated during from the period (if any) during which Tenant is not reasonably able to use date of the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction for any portion of the Premises that is unusable by Tenant, which abatement shall be in the same proportion that the RSF in the Premises which is unusable by Tenant bears to the total RSF in the Premises, except as expressly ; provided that Tenant shall not be entitled to any abatement of Rent if the damage or destruction in this Sectionthe Premises is restored within five (5) business days after Landlord’s receipt of written notice from Tenant of the occurrence of the damage or destruction. The provisions of this Lease, including this SectionSection 14, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or any other portion of the Project, and any Law statute or regulation of the state in which the Project is located, 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 Building or any other portion of the Project.

Casualty Damage. 17.01 If there occurs any casualty the Premises shall be partially destroyed by fire or other casualty, the damages may, at the sole option of Lessor, be repaired by and at the expense of Lessor or an appropriate insurer and the rent until such repair is made shall be apportioned according to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession part of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination noticewhich is useable by Lessee for its particular use. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord No penalty shall use commercially accrue for reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that delay which may arise by reason of adjustment adjustments of insurance on the loss under insurance policies, Laws, and Force Majeure Eventspart of Lessor or for reasonable delay on account of “labor troubles” or any other cause beyond Lessor’s control. Landlord If Lessor shall decide not be liable for any inconvenience to restore or annoyance not to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of rebuild the Premises, or if the Premises are totally damaged or are rendered wholly untenable by fire or other casualty, or if the Premises shall be so damaged that Lessor shall decide to demolish it or to rebuild it, then Lessor may, within ninety (90) days after such fire or other casualty, give Lessee a notice in writing of such decision and thereupon the terms of this Lease shall expire and terminate effective as of the date of the casualty and Lessee shall immediately vacate the Premises and surrender the same to Lessor, and except as expressly may otherwise be provided herein, the obligations of the parties hereto shall cease and terminate. Additionally, if the Premises are totally damaged or are rendered wholly untenantable by fire or other casualty, then Lessee may, within ninety (90) days after such fire or other casualty, give Lessor a fifteen (15) day notice in this Section. The provisions writing of Lessee’s decision to terminate the Lease and thereupon the terms of this LeaseLease shall expire and terminate effective fifteen (15) days from the date of such notice and Lessee shall vacate the Premises by such date and surrender the same to Lessor, including this Sectionand except as may otherwise be provided herein, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part the obligations of the Premises, parties hereto shall cease and any Law 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 Premisesterminate.

Casualty Damage. If there occurs any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% part of the total area of the Building premises is damageddamaged by fire or other casualty, Tenant will give prompt notice to Landlord. Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to so notifying Tenant in writing within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: sixty (i60) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination fire or other casualty if (a) the casualty renders any substantial part of the Premises untenantable and the repair time to restore the Premises to a tenantable condition (as reasonably estimated my Landlord) will extend beyond the date not fewer than 30 nor more than 90 that is one hundred eighty (180) days after such notice is given to the other partydate of the casualty, but in no event shall (b) the termination date be after casualty renders any substantial part of the last day Premises untenantable and at the time, less than two (2) years remain until the expiration of the Term, (c) any part of the Property is damaged to the extent that in Landlord's judgment, restoration is not practical (whether or not the Premises have been damaged by the casualty), or (d) the holder of any Mortgage requires application of any insurance proceeds to reduce the Mortgage debt. If this Lease is not terminated pursuant to this paragraph the damage by fire or other casualty renders any substantial part of the premises untenantable and Landlord fails to complete if the repair or restoration work within 90 time to restore the Premises to a tenantable condition (as reasonably estimated by Landlord) will extend the date that is one hundred eighty (180) days after Landlord’s estimated the date for completion of the repair and restoration work (subject to extension for delays caused solely by casualty, Tenant and Force Majeure Events), then Tenant shall have the right may elect to terminate this Lease by sending at least 30 days’ prior written notice to so notifying Landlord in writing within 30 thirty (30) days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession receives Landlord's written estimate of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination noticetime required for restoration. If there occurs the Lease is not so terminated by Landlord or Tenant, Landlord will promptly begin and diligently pursue the work of restoring the Premises (including the Tenant Improvements initially installed in the Premises) to substantially their former condition as soon as reasonably possible. Landlord will not, however, be required to restore any casualty alterations, additions, or improvements other than the initial Tenant Improvements or to spend any amount in excess of the insurance proceeds during the time and to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use extent the Premises or an applicable portion thereof are untenantable as a the result of fire or other casualty, but such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of abatement will not extend the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 PremisesTerm.

Casualty Damage. 16.01. If there occurs all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Project and: Premises or the Common Areas (icollectively a “Casualty”), Landlord, with reasonable promptness (but in all events within 120 days following the date of the Casualty), shall cause a general contractor selected by Landlord to provide Landlord with a written estimate (“Completion Estimate”) insurance proceeds are unavailable to Landlord or are insufficient to restore of the Project amount of time required, using standard working methods, to substantially its pre-casualty condition; or (ii) more than 30% complete the repair and restoration of the total area shell and core of the Building is damagedand any Common Areas necessary to provide access to the Premises (“Landlord’s Restoration Work”), provided to the extent Tenant has elected to perform the work regarding or assume responsibility for the Security System, Parking Deck, Lobby, Cafeteria, Fitness Center and Concrete Pads as described in Sections 7.06(a) and 9.04 of this Lease and Sections VI and VI in Exhibit F, restoration of the Security System, Parking Deck, Lobby, Cafeteria, Fitness Center and Concrete Pads, as the case may be, shall not be deemed part of Landlord’s Restoration Work, provided, however, to the extent Landlord’s insurance required to be carried pursuant to Section 14.03 covers any portions of the Security System, Parking Deck, Lobby, Cafeteria, Fitness Center and/or Concrete Pads, Landlord shall nevertheless make available and pay over to Tenant any casualty insurance proceeds received by Landlord, if any, covering such portions, for use by Tenant in the restoration of any of such items. Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If (a) the Completion Estimate indicates that Landlord’s Restoration Work cannot be substantially completed within 17 months from the date of the Completion Estimate, or (b) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of the Casualty, then either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending upon written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 30 days after Tenant’s receipt of the Completion Estimate, in the case of clause (a), and within 90 days after the date of such casualtythe Casualty, in the case of clause (b). Such notice Tenant, however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession the Casualty was caused by the negligence or willful misconduct of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to any Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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.

Casualty Damage. If there occurs any casualty to the Project andIf: (ia) insurance proceeds are unavailable to Landlord the Building shall be so damaged that substantial alteration or are insufficient to restore reconstruction of the Project to substantially its pre-casualty conditionBuilding shall, in Landlord’s opinion, be required (whether or not the Premises shall have been damaged by the casualty); or (iib) more than 30% the Premises shall be partially damaged by casualty during the last two years of the total area Lease Term; Landlord may, within 90 days after the casualty, give notice to Tenant of Landlord’s election to terminate this Lease, and the balance of the Building Lease Term shall automatically expire on the fifth day after the notice is damageddelivered. Within 90 days of the date of any casualty which requires substantial alteration or reconstruction of the Building, Landlord shall have notify Tenant whether Landlord intends to rebuild the right Building, and, if so, whether the Building can be rebuilt so that the Premises will be made tenantable within 210 days of the date of the casualty (the “Restoration Period”). If the notice indicates that Landlord does not intend to rebuild or that the Building cannot be rebuilt so that the Premises will be made tenantable within the Restoration Period, Tenant may, within ten days of Landlord’s notice, give Landlord notice that Tenant elects to terminate this Lease, and the balance of the Lease Term shall automatically expire on the fifteenth day after the notice is delivered. Should Landlord’s notice indicate that the Building can be rebuilt so that the Premises will be made tenantable within the Restoration Period or if the notice indicates that rebuilding will take longer than the Restoration Period but Tenant does not elect to terminate this Lease and all within ten days of Landlord’s notice, Landlord shall proceed with reasonable diligence to rebuild the unaccrued obligations Building in accordance with the terms of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenantthis article. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews Landlord does not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right elect to terminate this Lease Lease, Landlord shall proceed with reasonable diligence to restore the Building and all the unaccrued obligations Premises to substantially the same condition they were in immediately before the happening of the parties heretocasualty. However, by sending written notice Landlord shall not be required to restore any unleased premises in the Building or any portion of such termination Tenant’s property. Rent shall xxxxx in proportion to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession portion of the Premises to not useable by Tenant within 30 days after Landlord’s receipt as a result of Tenant’s termination notice. If there occurs any casualty covered by insurance carried or required to the Premises and neither party terminates be carried by Landlord under this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Eventsdate on which the Premises becomes unusable. Landlord shall not otherwise be liable to Tenant for any delay in restoring the Premises or any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, business resulting in any way from such the damage or the repair thereof. Notwithstanding the foregoingrepairs, Tenant’s obligation sole remedy being the right to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during an abatement of Rent. If Landlord proceeds to rebuild the period (if any) during which Tenant is not reasonably able Building but fails to use achieve substantially completion of the Premises within thirty (30) days after the Restoration Period (or an applicable portion thereof as a result within thirty (30) days after the expiration of such casualty. longer rebuilding period as set forth in Landlord’s notice provided Tenant shall have no right to did not terminate the Lease as provided above), as such period is extended for Unavoidable Delay, then Tenant may terminate this Lease as a result by written notice to Landlord given within ten (10) days after the expiration of any damage or destruction such thirty (30) day period, unless Landlord achieves substantial completion of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 PremisesPremises within such ten (10) day period.

Casualty Damage. If there occurs all or any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% part of the total area Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Building Premises is damagedrendered untenantable as a result of a fire or other casualty, the Rent shall xxxxx for the portion of the Premises that is untenantable and not used by Tenant, unless such casualty was caused by Tenant or Tenant Related Parties. Landlord shall have the right to terminate this Lease and all the unaccrued obligations if: (1) any part of the parties hereto, Building shall be damaged by sending written notice of such termination fire or other casualty (whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to Tenant within 60 days after such rebuild the Building in substantially the same form as existed before the fire or casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs ; (3) the Premises have been damaged; (4) any casualty Mortgagee requires that the insurance proceeds be applied to the Premises and: (i) in Landlord’s reasonable judgment, payment of the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime)mortgage debt; or (ii5) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination a material uninsured loss to the other party within 60 days after the date of such casualtyBuilding occurs. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the may exercise its right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord notifying Tenant in writing within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Eventscasualty. Landlord shall not be liable for any inconvenience loss or annoyance to Tenant or Tenant Indemnitees, injury damage to Tenant’s business, Property or pain and suffering, to the business of Tenant resulting in any way from such damage the fire or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such other casualty. Landlord and Tenant shall have no right to terminate this Lease as a result hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises, except as expressly Premises shall be those specifically provided in this SectionLease. The provisions of this Lease, including this SectionArticle XVII, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the Project, and any Law Laws, 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 similar or regulation, successor Laws now or hereafter hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Property.

Casualty Damage. If there occurs any casualty to In the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% event of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises by fire or any other casualty, this Lease shall not be terminated, but the Premises shall be promptly and fully repaired or restored, as the case may be, by Landlord at its own cost and expense in an amount not to exceed the amount of insurance proceeds available. Due allowance, however, shall be given for reasonable time required for adjustment and settlement of insurance claims, and for such other delays as may result from government restrictions, and controls on construction, if any, and for strikes, national emergencies and other conditions beyond the control of Landlord. It is agreed that in any of the aforesaid events, this Lease shall continue in full force and effect, but if the condition is such so as to make the entire Premises untenantable for practical use for Tenant's purposes, then the Rent which Tenant is obligated to pay hereunder shall xxxxx as of the date of the occurrence until the Premises have been fully and completely restored by Landlord. Any unpaid or prepaid Rent for the month in which said condition occurs shall be prorated. If the Premises are partially damaged or destroyed but the Tenant can still make practical use of the balance of the Premises; then during the period that Tenant is deprived of the use of the damaged portion of said Premises, except Tenant shall be required to pay Rent covering only that part of the Premises that it is able to occupy, based on that portion of total rent which the amount of square foot area remaining that can be occupied bears to the total square foot area of all the Premises covered by this Lease. In the event that twenty five per cent (25%) or more of the Premises are damaged or destroyed by fire or other casualty so as expressly provided in this Section. The provisions to be untenantable for practical use for Tenant's purposes and it shall require more than one hundred eighty (180) days for Landlord to substantially complete restoration of same as reasonably concurred on by Tenant, then either party hereto upon written notice delivered within thirty (30) days of the fire or other casualty to the other party may terminate this Lease, including this Sectionin which case the Rent shall be apportioned and paid to the date of said fire or other casualty. Subject to the foregoing, constitute an express agreement between Landlord and Tenant with respect to any and all damage tono compensation, or destruction ofclaim, all or diminution of Rent will be allowed or paid, by Landlord, by reason of consequential damages, inconvenience, annoyance, or injury to business, arising from the necessity of repairing the Premises or any part portion of the PremisesBuilding of which they are a part, and any Law with respect to any rights or obligations concerning damage or destruction in however 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 Premisesnecessity may occur.

Casualty Damage. If there occurs the Premises shall be destroyed or damaged by fire or any other casualty, Tenant shall immediately give written notice of that occurrence to Landlord. In the event that any portion of the Project is damaged by fire or other casualty and if (a) such damage is such that Landlord cannot reasonably be expected to substantially complete the repairs which are within Landlord's Repair Obligations within two hundred forty (240) days after the date of the casualty, (b) Landlord, in Landlord's sole judgment, elects not to repair or rebuild such damaged areas, or (c) less than one (1) year remains in the Lease Term at the time of any damage to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damagedProject, Landlord then Landlord, at Landlord's sole option, shall have the right to terminate this Lease and all Lease, regardless of whether the unaccrued obligations of the parties hereto, Premises are affected by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after In such notice is given to Tenant. If there occurs any casualty event, all Rent owed up to the Premises and: time of termination shall be paid by Tenant to Landlord; and this Lease shall cease and come to an end as of the date of Landlord's written notice to Tenant regarding such termination. In the event that (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iix) the Premises is rendered Untenantable by fire or any other casualty occurs during which is not caused by the last 12 months fault or neglect of Tenant or any Tenant Related Parties; (y) such damage is such that Landlord cannot reasonably be expected to substantially complete the Term, Landlord and Tenant shall each have repairs within the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party Premises which are within 60 Landlord's Repair Obligations within two hundred forty (240) days after the date of such that casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is as reasonably estimated by Landlord; and (z) Landlord has not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Lease, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior delivering written notice to Landlord within 30 thirty (30) days after such estimated date receipt of completionwritten notice of Landlord's estimate of the time to complete Landlord's Repair Obligations relative to the Premises. If Tenant does not provide Landlord with notice of Tenant's termination election in the manner and within the time period specified in the preceding sentence, provided this Lease shall remain in full force and effect and then Tenant shall no longer be deemed to have irrevocably waived its right to terminate the Lease as a result of such casualty; and Landlord, in reliance upon Tenant's waiver of its termination right, shall proceed to make the repairs which are within Landlord's Repair Obligations. During any period of reconstruction or repair of the Premises, Tenant shall continue the operation of Tenant's business within the Premises to the extent practicable. During the period from the occurrence of a casualty which was not caused, in whole or in part, by Tenant or any Tenant related party, until the completion of the work within Landlord's Repair Obligations which is necessary to render the Premises tenantable, Rent shall be reduced to the extent that the Premises are unfit for the conduct of Tenant's Permitted Use of the Premises. If, however, the Premises or any portion of the Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any Tenant Related Party, the Rent shall not be reduced during the repair of such damage. If neither Landlord nor Tenant elects, or has the right to elect, to terminate this Lease if Landlord delivers possession as the result of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Leasesuch casualty, then Landlord shall use commence and proceed with reasonable diligence to restore the Premises to the extent of Landlord's Repair Obligations. When the repairs described in the preceding sentence have been completed by Landlord, Tenant shall then complete the restoration of all leasehold improvements in excess of Landlord's Repair Obligations which are necessary to permit Tenant to re-occupy the Premises for the Permitted Use. Tenant's restoration work shall be conducted in accordance with the provisions of Section 5.1 above. In no event shall Landlord have the obligation to expend for the restoration or repair of the Project an amount in excess of the insurance proceeds actually received by Landlord as a result of such casualty with the understanding that Landlord will purchase 100% current market replacement property insurance coverage for the Building including the Premises, so long as available at commercially reasonable efforts to cause terms; and except for those repairs 1001 3rd Avenue South - Select Comfort Corporation - NNN (2016 v1.1) which are within Landlord's Repair Obligations, all costs and expenses of restoring the damage to Premises shall be repaired (exclusive of borne by Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage any casualty or the repair thereof. Notwithstanding or restoration work made necessary by the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result occurrence of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 Premisescasualty.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises (excluding trade fixtures), or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other than 30% of the total area of deductibles with respect to earthquake damage); (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the TermTerm (provided, however, Landlord and Tenant shall each have the right will not be entitled to terminate this Lease and all the unaccrued obligations solely because there is less than 12 months of the parties original Term remaining if Tenant has previously and validly exercised its Extension Option (defined in Exhibit F hereto)); or (v) any owner, by sending written notice other than Landlord, of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day any damaged portion of the TermProject does not intend to repair such damage; provided, however, that Landlord may not terminate this Lease pursuant to this sentence unless the Premises has been materially damaged or Landlord also exercises all rights it may have acquired as a result of the Casualty to terminate any other similarly situated leases of space in the Building. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (excluding trade fixtures) and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access and use to the Premises or Tenant’s parking rights hereunder. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements. If the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess (the “Excess”) to Landlord within 90 15 days after Landlord’s demand unless the Lease is otherwise terminated pursuant to this Section 11; provided, however, that if (1) the Casualty was not caused by the willful misconduct of any Tenant Party, and (2) the amount of such insurance proceeds (or, if greater, the amount of insurance proceeds Tenant would have been entitled to receive if it had maintained the property insurance required under Section 10.2), together with any self-insured retention or deductible, is less than the estimated date for completion or actual cost of restoring any Tenant-Insured Improvements (such shortfall being referred herein to as the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events“Shortfall”), then (x) Tenant shall have the right to may terminate this Lease (a “Shortfall Termination”) by sending at least 30 providing Landlord with 15 business days’ prior written notice to Landlord (which notice shall include reasonable documentation of the Shortfall) within 30 15 days after receiving such estimated date of completiondemand (the “Tenant Notice Period”); provided further, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to however, that Landlord, by notifying Tenant within 30 10 business days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises receiving such notice and neither party terminates this Leasedocumentation, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damagemay cancel such Shortfall Termination, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, which event Tenant’s obligation to pay Fixed Rent and Additional Rent the Excess shall be equitably adjusted reduced by the amount of the Shortfall; and (y) if this Lease is not terminated pursuant to the preceding clause (x) and Landlord delays performance of the Landlord Repairs until the earliest to occur of (i) the date, if any, on which Tenant notifies Landlord that Tenant waives its right to so terminate this Lease, (ii) the expiration of the Tenant Notice Period without Tenant giving Landlord notice of such termination, or abated during (iii) if Tenant gives such notice before the expiration of the Tenant Notice Period, the date on which Landlord notifies Tenant that Landlord cancels such termination, then, for purposes of determining the period (of any abatement of Matter ID: 4137 Monthly Rent pursuant to this Section 11, the Landlord Repairs shall be deemed to have been completed on the date on which Landlord reasonably estimates such completion would have occurred in the absence of such delay. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if any) during which Tenant is not reasonably able to use the Premises (excluding trade fixtures) or an applicable portion thereof any Common Area necessary for Tenant’s access to the Premises is damaged by a Casualty, then, during any time that, as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of damage, any damage or destruction portion of the PremisesPremises is untenantable or inaccessible and is not occupied by Tenant, except as expressly provided Monthly Rent shall be abated in this Section. The provisions proportion to the rentable square footage of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 such portion of the Premises.

Casualty Damage. If there occurs With reasonable promptness (and in any event, if structural damage has occurred then within 120 days, and otherwise within 30 days) after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or Building system necessary for access to or tenantability of the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 180 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 45 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the Term; or (v) any owner, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations other than Landlord, of any damaged portion of the parties hereto, by sending written notice of Project does not intend to repair such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termdamage. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (other than trade fixtures) and any Common Area or restoration work Building system necessary for access to or tenantability of the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements, and if the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date demand. Except to the extent Landlord may breach its obligations under this Section 11, no Casualty or restoration shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or any Common Area or Building system necessary for completion access to or tenantability of the repair Premises is damaged by a Casualty, then, during any time that, as a result of such damage, any portion of the Premises is inaccessible or untenantable and restoration work is not occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises. If Landlord does not substantially complete the Landlord Repairs by the Outside Restoration Date (subject to extension for delays caused solely by Tenant and Force Majeure Eventsdefined below), then Tenant shall have the right to may terminate this Lease by sending at least 30 days’ prior written notice to notifying Landlord within 30 15 days after such estimated date of completion, provided this Lease shall remain in full force the Outside Restoration Date and effect and Tenant shall no longer have before the right to terminate this Lease if Landlord delivers possession substantial completion of the Premises to Tenant within 30 Landlord Repairs. As used herein, “Outside Restoration Date” means the date occurring two (2) months after the later of (a) the expiration of the time set forth in Landlord’s estimate described in the first sentence of this Section 11, or (b) the date occurring 180 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty the date the Landlord Repairs are commenced; provided, however, that the Outside Restoration Date shall be extended to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause extent of (i) any delay caused by the damage to be repaired insurance adjustment process; (exclusive ii) any other delay caused by events of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, LawsForce Majeure, and Force Majeure Events. Landlord shall not be liable for (iii) any inconvenience or annoyance to delay caused by Tenant or Tenant Indemniteesany party claiming by, injury to through or under Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation if Landlord determines in good faith that it will be unable to pay Fixed Rent substantially complete the Landlord Repairs by the Outside Restoration Date, Landlord may cease its performance of the Landlord Repairs and Additional Rent shall be equitably adjusted or abated during provide Tenant with notice (the period (if any“Restoration Date Extension Notice”) during stating such inability and identifying the date on which Landlord reasonably believes such substantial completion will occur, in which event Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to may terminate this Lease as a result of any damage or destruction of by notifying Landlord within 10 business days after receiving the PremisesRestoration Date Extension Notice. If Tenant does not terminate this Lease within such 10-business day period, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect the Outside Restoration Date shall be automatically amended to any and all damage to, or destruction of, all or any part of be the Premises, and any Law with respect to any rights or obligations concerning damage or destruction date identified 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 PremisesRestoration Date Extension Notice.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises, or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 180 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 business days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the Term; or (v) any owner, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations other than Landlord, of any damaged portion of the parties hereto, by sending written notice of Project does not intend to repair such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termdamage. If this Lease is not terminated pursuant to this paragraph Section 11. Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and events of Force Majeure. The Landlord Repairs shall restore the repair Premises and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to the Premises. Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements. If the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess to Landlord within 90 15 days after Landlord’s estimated date demand. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if the Premises or any Common Area necessary for completion Tenant’s access to the Premises is damaged by a Casualty, then, during any time that, as a result of such damage, any portion of the repair Premises is untenantable or inaccessible and restoration work is not occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises. If Landlord does not substantially complete the Landlord Repairs on or before the Outside Restoration Date (subject to extension for delays caused solely by Tenant and Force Majeure Eventsdefined below), then then, provided that the Casualty was not caused by the negligence or willful misconduct of Tenant shall have the right to or any party claiming by, through or under Tenant, Tenant may terminate this Lease by sending at least 30 days’ prior written notice to notifying Landlord within 30 15 days after such estimated the Outside Restoration Date. As used herein, “Outside Restoration Date” means the date occurring two (2) months after the later of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have (a) the right to terminate this Lease if Landlord delivers possession expiration of the Premises to Tenant within 30 time set forth in Landlord’s estimate described in the First sentence of this Section 11, or (b) the date occurring 270 days after Landlord’s receipt the commencement of Tenant’s termination notice. If there occurs any casualty the Landlord Repairs; provided, however, that the Outside Restoration Date shall be extended to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause extent of (i) any delay caused by the damage to be repaired insurance adjustment process; (exclusive ii) any other delay caused by events of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, LawsForce Majeure, and Force Majeure Events. Landlord shall not be liable for (iii) any inconvenience or annoyance to delay caused by Tenant or Tenant Indemniteesany party claiming by, injury to through or under Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation if Landlord determines in good faith that it will be unable to pay Fixed Rent substantially complete the Landlord Repairs on or before the Outside Restoration Date, Landlord may cease its performance of the Landlord Repairs and Additional Rent shall be equitably adjusted or abated during provide Tenant with notice (the period (if any“Restoration Date Extension Notice”) during stating such inability and identifying the date on which Landlord reasonably believes such substantial completion will occur, in which event Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to may terminate this Lease as a result of any damage or destruction of by notifying Landlord within five (5) business days after receiving the PremisesRestoration Date Extension Notice. If Tenant does not terminate this Lease within such 5-business day period, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect the Outside Restoration Date shall be automatically amended to any and all damage to, or destruction of, all or any part of be the Premises, and any Law with respect to any rights or obligations concerning damage or destruction date identified 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 PremisesRestoration Date Extension Notice.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged --------------- by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged to the Project and: extent of forty percent (i40%) insurance proceeds are unavailable to Landlord or are insufficient to restore more (whether or not the Project to substantially its pre-casualty condition; Premises shall have been damaged by such casualty) or (ii) more than 30% of in the total area event any mortgagee of the Building is damagedshould require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building (provided Landlord maintains insurance as required by Xxxxxxxxx 00), Landlord shall have the right to Xxxxxxxx may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualtydamage. Such notice must specify the termination date, which shall specify a termination date be at lease thirty (30) days but not fewer than 30 nor more than 90 sixty (60) days after the date such notice is given given, in case the building shall be so damaged to the other party, but in no event extent of forty percent (40%) or more (whether or not the Premises shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely have been damaged by Tenant and Force Majeure Eventssuch casualty), then Tenant shall have the right to may, at its option, terminate this Lease by sending at least 30 days’ prior written notice to notifying Landlord in writing of such termination within 30 thirty (30) days after such estimated the date of completionsuch damage. Such notice must specify the termination date, provided this Lease which shall remain in full force and effect be at lease thirty (30) days but not more than sixty (60) days after the date such notice is given. If Landlord and Tenant shall no longer have the right do not thus elect to terminate this Lease if Lease, Landlord delivers possession shall commence and proceed promptly and diligently to restore the Building to substantially the same condition in which it was immediately prior to the happening of the casualty, except that Landlord's obligation to restore shall not exceed the scope of the work required to be done by Landlord at Landlord's expense in originally constructing the Building and installing the Tenant Improvements, nor shall Landlord be required to spend for such work an amount in excess of the insurance proceeds actually received by Landlord as a result of the casualty. When the portions of the Premises to originally furnished at Landlord's expense have been restored by Landlord, Tenant within 30 days after may, at Tenant's expense, complete the restoration of the Premises, including the reconstruction of all improvements in excess of those Tenant Improvements originally installed at Landlord’s receipt 's expense, and the restoration of Tenant’s termination notice. If there occurs any casualty to the Premises 's furniture and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Eventsequipment. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Rent and Additional Rent Landlord shall be equitably adjusted or abated allow Tenant a fair diminution of rent during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises are unfit for occupancy. If the Premises or an applicable any other portion thereof as a result of the Building or the Project be damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such casualty. damage and Tenant shall have no right be liable to terminate this Lease as a result Landlord for the cost of any damage the repair and restoration of the Building or destruction of the Project caused thereby to the extent such cost and expense is not covered by insurance proceeds. If the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premisesbuilding providing essential services to the Premise, and/or access to the Premises (the "Relevant space") are damaged in part or whole by fire or other casualty and any Law 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 is not terminated by Landlord or Tenant as permitted herein and such damage can be substantially repaired and restored within one hundred eighty (180) days from the date of such casualty, Landlord shall, at its expense, proceed promptly and diligently to repair and restore the Premises as provided for above in this Paragraph 24. This repair and restoration shall be made within such one hundred and eighty (180) day period unless delay is due to causes beyond Landlord's control. If the Relevant Space cannot be substantially repaired and restored within such one hundred eighty (180) day period, Landlord or tenant may, prior to commencement of such repair and restoration but within ten (10) days after reasonably determining that the repairs and restoration cannot be made within such one hundred eighty (180) day time period, terminate this Lease by giving written notice to the other. Nevertheless, if the Relevant space is not repaired and restored within such one hundred eighty (180) day time period, tenant may (i) terminate this Lease at any damage time after the one hundred Eightieth (180) day and before the two hundred tenth (210/th/) day following the date of casualty, or destruction (ii) exercise any and all rights necessary to all or any part cause Landlord to complete such repair and restoration, including, without limitation, collection of the Premisesdamages.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Premises or Building are damaged by a casualty, or any Common Areas of the Building providing access to the Project and: Premises are damaged to the extent that (i) insurance proceeds are unavailable Tenant does not have reasonable access to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or Premises, (ii) more or the casualty results in the Premises not being provided with base Building systems or parking facilities, or (iii) in the event the Building shall be so damaged that substantial alteration or reconstruction shall be required (whether or not the Premises have been damaged by such casualty) as reasonably determined by Landlord, or (iv) in the event there are less than 30% two (2) years of the total area Lease Term remaining, or (v) in the event that Landlord’s mortgagee requires that the insurance proceeds payable as a result of a casualty be applied to the payment of the Building is damagedmortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to either party may, at its option, terminate this Lease and all by notifying the unaccrued obligations of the parties hereto, by sending written notice other in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice If the damage extends to the Premises or the Building in a manner which prevents Tenant’s Permitted Use and restoration of the Premises or Building shall specify a termination date not fewer than 30 nor take more than 90 one hundred eighty (180) days after from the date of such notice is given casualty to be restored in the other partyreasonable opinion of Landlord and Tenant, but in no event shall Tenant at its option may terminate the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior upon written notice to Landlord within 30 thirty (30) days after such estimated the date of completionsuch casualty. If Landlord and Tenant do not thus elect to terminate this Lease, provided this Lease Landlord shall remain commence and proceed with reasonable diligence to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter (except that Landlord shall not be responsible for delays not within the control of Landlord) to substantially the same condition in full force which it was immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord’s obligation to restore the Building, and effect the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter, shall not require Landlord to expend for such repair and restoration work more than the insurance proceeds actually received by the Landlord as a result of the casualty and Landlord’s obligation to restore shall be further limited so that Landlord shall not be required to expend for the repair and restoration of the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter, more than the dollar amount of the IT Allowance, if any, described in the Work Letter Agreement. When the repairs described in the preceding two sentences have been completed by Landlord, Tenant shall complete the restoration of all improvements, including furniture, fixtures and equipment, which are necessary to permit Tenant’s reoccupancy of the Premises. Except as set forth above, all cost and expense of reconstructing the Premises shall be borne by Tenant, and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty ability to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing pay such costs prior to the damage, with commercially reasonable speed Landlord’s commencement of repair and diligence, subject to delays that may arise by reason of adjustment restoration of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Landlord and Tenant agree that Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or fully abated during the period beginning on the later of (if anya) during the date of the Casualty or (b) the date on which Tenant ceases to occupy the Premises and ending on the date of Substantial Completion of Landlord’s restoration obligations as provided in this section. If, however, Tenant is not reasonably able to use the Premises or an applicable occupy and does occupy a portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part Rent shall be abated only for the portion of the Premises, and any Law 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 PremisesPremises not occupied by Tenant.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises (including all permanent improvements located therein) ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building occurs. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior Casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of the Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession Tenant's receipt of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsCompletion Estimate. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease pursuant to this Section 16.01 unless it also terminates the leases of all similarly affected office tenants in the Building. In determining whether other tenants are similarly affected, Landlord shall be entitled to consider all relevant factors such as a result the extent of any damage or destruction damage, the time to rebuild, the availability of insurance proceeds and the rights of the Premisestenants in question to impose penalties upon Landlord (including the right to terminate) if the repairs are not completed within a specified period of time. However, except as expressly provided Landlord shall not be entitled to consider the rental rates payable under the leases in this Section. The provisions question in its determination of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect whether to any and all damage to, terminate or destruction of, all or any part of the Premises, and any Law 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 Premisesrebuild.

Casualty Damage. If there occurs any casualty If, prior to the Project andClosing, any of the Improvements are damaged by fire or other casualty (collectively, "Casualty"), as promptly as possible after Property Owner learns of such Casualty, Property Owner shall deliver to CBL/OP written notice thereof ("Casualty Loss Notice") together with Property Owner's determination as to whether the damage constitutes a "Material Damage" (as defined below). For the purposes of this Section 11.3, "Material Damage" shall mean damage to the Improvements which is of such nature that the cost of restoring the Improvements to their condition prior to the Casualty will, in Property Owner's reasonable determination as provided in the Casualty Loss Notice, exceed Two Million Dollars ($2,000,000), whether or not such damage is covered by insurance. If, prior to the Closing, the Improvements sustain Material Damage by a Casualty, CBL/OP may, at CBL/OP's option, terminate this Agreement by delivering written notice thereof to Property Owner and Escrow Agent within the earlier of (a) 10 Business Days after CBL/OP's receipt of the Casualty Loss Notice or (b) the Closing Date. If the Improvements are damaged by a Casualty which is not a Material Damage, or if CBL/OP fails to deliver written notice of termination within the time period set forth hereinabove for a Material Damage, then: (i) insurance proceeds are unavailable the parties shall proceed to Landlord or are insufficient to restore close this transaction in accordance with the Project to substantially its pre-casualty conditionterms of this Agreement; or (ii) more than 30% at the Closing, CBL/OP shall receive a credit against the Purchase Price in an amount equal to the deductible under Property Owner's casualty insurance policy plus the amount of any proceeds received by Property Owner prior to Closing to the extent the same exceed costs of restoration and repair expended by Property Owner; and (iii) Property Owner shall, as part of the total area Intangible Property, assign to CBL/OP all of Property Owner's rights in the Building is damagedresulting casualty insurance proceeds; provided, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties heretohowever, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but that in no event shall the termination date be after sum of such credit for the last day deductible and the amount of the Term. If this Lease is not terminated insurance proceeds assigned to CBL/OP pursuant to this paragraph Clauses (ii) and Landlord fails (iii) hereinabove exceed the lesser of (1) the Purchase Price or (2) the cost to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Casualty following the Closing; provided, then Tenant however, CBL/OP shall have no obligation to close with an assignment of casualty insurance proceeds unless Property Owner shall provide to CBL/OP a statement from the right insurance company recognizing the casualty and the applicability of the insurance policy thereto and noting the insurance carrier's acknowledgement of the coverages set forth in the insurance policy to the particular casualty with no offsets, exclusions or denials of coverage and the assignability of the policy to the CBL/OP, and CBL/OP shall be reasonably satisfied that the insurance proceeds are adequate to restore the damage, and if Property Owner fails to provide such statement from the insurance company by the Closing Date, and Property Owner is unwilling to escrow (on terms mutually satisfactory to the parties) the amount required to restore the damage, CBL/OP may elect to terminate this Lease Agreement, 50 by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right Property Owner. If CBL/OP elects to terminate this Lease if Landlord delivers possession Agreement under this Section 11.3, Escrow Agent or Property Owner, as applicable, shall return the Letter of Credit or the Premises Deposit, as applicable, to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises CBL/OP and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any further rights or obligations concerning damage or destruction in under this Agreement, except for 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 PremisesCBL/OP's Surviving Obligations.

Casualty Damage. If there occurs any casualty In the event the Building or Premises shall be destroyed or rendered untenantable, either wholly or in part, by fire or other casualty, Landlord may, at its option, restore the Building or Premises to as near their previous condition as is reasonably possible and in the meantime the Rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the Project and: whole thereof, provided, such abatement (i) insurance proceeds shall apply only to the extent the Premises are unavailable to Landlord or are insufficient to restore untenantable for the Project to substantially its pre-casualty condition; or purposes permitted under this Lease and not used by Tenant as a result thereof, and (ii) more than 30% shall not apply if Tenant or any other occupant of the total area Premises or any of their agents, employees, invitees, transferees or contractors caused the Building is damageddamage. Unless Landlord, within sixty (60) days after the happening of any such casualty, shall notify Tenant of its election to so restore, this Lease shall thereupon terminate and end, provided, if in Landlord’s estimation the Premises cannot be restored within one hundred twenty (120) days following such casualty, Landlord shall have the right to notify Tenant and Tenant may terminate this Lease and all the unaccrued obligations (regardless of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days intent to complete after the casualty (assuming normal work crews not engaged in overtime); or (iirestore) the casualty occurs during the last 12 months by delivery of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 thirty (30) days after such estimated date of completionLandlord’s notice. Such restoration by Landlord shall not include replacement of furniture, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession equipment or other items that do not become part of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs Building or any casualty improvements to the Premises and neither party terminates this Lease, then Landlord in excess of those provided for in the allowance for building standard items. Tenant agrees that the abatement of Rent as provided above shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to sole and exclusive recourse in the event of such casualty damage, with commercially reasonable speed and diligence, subject Tenant waives any other rights Tenant may have under applicable Law to delays that may arise perform repairs or terminate the Lease by reason of adjustment of damage to the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience Building or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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.

Casualty Damage. If there occurs any the Leased Premises, shall be so damaged by fire or other casualty as to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damagedrender them wholly untenantable, and if such damage shall be so great that a competent architect, in good standing, selected by Landlord shall have the right certify in writing to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant 1 that the Premises, with the exercise of reasonable diligence, cannot be made fit for occupancy within one hundred eighty (180) working days, then this Agreement shall each have the right to cease and terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after from the date of the occurrence of such casualty. Such notice damage; and Tenant 1 thereupon shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given sur- render to Landlord the other partyPremises and all interest hereunder, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair may reenter and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers take possession of the Premises and remove Tenant 1 therefrom. Tenant 1 shall pay rent and other charges duly apportioned, up to Tenant the time of such termination of this Agreement. If, however, the damage shall be such that said architect shall certify that the Premises can be made tenantable within 30 days after a one hundred eighty (180) day period, then, except as hereinafter provided Landlord shall repair the damage in a competent manner to the extent of the insurance proceeds received by Landlord’s receipt of Tenant’s termination notice. If there occurs any the fire or other casualty causing injury to the Premises and neither party terminates this Leaseor other parts of the building of which the Leased Premises form a part, then Landlord shall use commercially reasonable efforts to cause have been caused by the damage to negligence or misconduct of Tenant 1, its agents, servants, employees, or by any other person entering upon the Premises under express or implied invitation of Tenant 1, such injury shall be repaired by Landlord at the sole expense of Tenant 1. In case the building of which the Leased Premises form a part, shall be so injured or damaged, whether by fire or otherwise (exclusive though the Premises may not be affected, or if affected, can be repaired within said one hundred eighty (180) days) that Landlord within sixty (60) days after the happening of Tenant’s Property) such injury shall decide not to a condition as nearly as practicable reconstruct or rebuild the Building, then, notwithstanding anything contained herein to the contrary, upon notice in writing to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise effect given by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or 1 within said sixty (60) days, Tenant Indemnitees1 shall pay the rent properly apportioned up to such date, injury to Tenant’s business, or pain this Agreement shall terminate from the date of delivery of said written notice and suffering, resulting in any way from such damage or the repair thereofboth parties hereto shall be freed and discharged of all further obligations hereunder. Notwithstanding the foregoing, Tenant’s obligation in the event the holder of a mortgage granted by Landlord, covering the Leased Premises, fails to pay Fixed Rent and Additional Rent shall be equitably adjusted authorize the repair or abated during the period (if any) during which Tenant is not reasonably able to use restoration of the Premises or an applicable portion thereof fails to release the insurance proceeds, or if Landlord elects not to restore the Premises at its sole election, then this Agreement shall terminate as a result of the date Landlord notifies Tenant 1 of such casualtyevent and the rental payments and other charges due under the lease shall be apportioned to such notice date. Tenant 1 leased premises is separated from the Common Area by a 2-hour fire wall. Tenant 1 shall have no right construct any lease improvements desired (structural, electrical, plumbing etc) within the 2-hour fire wall so as not to terminate this Lease as a result of any damage or destruction compromise the effectiveness of the Premises, except as expressly provided in this Sectionwall. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part shall complete the installation of the Premises, and any Law 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 drywall installations of the Premisesfire wall. Tenant 1 shall maintain the 2-hour fire rating with all remaining construction / installations within leased premises.

Casualty Damage. A. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event the Premises have been damaged and there is damagedless than two (2) years of the Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building or in the event Landlord will not be permitted by applicable law to rebuild the Building in substantially the same form as existed prior to the fire or casualty, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days days' after the date of such casualty. Such notice termination shall specify a termination be effective as of the date of fire or casualty, with respect to any portion of the Premises that was rendered untenantable, and the date specified in Landlord's notice, with respect to any portion of the Premises that remained tenantable. If Landlord does not fewer than 30 nor more than 90 days after such notice is given elect to terminate this Lease, Landlord, as soon as reasonably possible, shall commence (and thereafter diligently pursue to completion) the restoration of the Premises (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) to substantially the same condition they were in immediately prior to the other party, but in no event shall the termination date be after the last day happening of the Termcasualty. If this Lease is Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the Leasehold Improvements shall not terminated pursuant require Landlord to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date expend for completion of the such repair and restoration work more than the insurance proceeds actually received by the Landlord as a result of the casualty, provided if Landlord has insufficient insurance proceeds to restore the Premises and Landlord elects not to fund such shortfall, Landlord shall so notify Tenant (subject to extension for delays caused solely by Tenant the "Insurance Notice") and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 ten (10) days after such estimated the date of completionLandlord's Insurance Notice. When the repairs have been completed by Landlord, provided this Lease Tenant shall remain in full force and effect complete the restoration or replacement of all Tenant's Property necessary to permit Tenant's reoccupancy of the Premises, and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of Tenant's ability to pay such costs prior to Landlord's commencement of repair and restoration of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant an abatement of Rent and Additional Rent shall be equitably adjusted or abated on a per diem basis during the period (if any) during which Tenant is not reasonably able time and to use the extent any damage to the Premises causes the Premises to be rendered untenantable. If the Premises or an applicable any other portion thereof as a result of such casualty. the Building is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or contractors, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable, and Tenant shall have no right be liable to terminate this Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease as a result Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Base Building necessary for access to or tenantability of the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises are affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more than 30% of the total area of any damage to Landlord’s property is not fully covered by Landlord’s insurance policies; (iii) Landlord decides to rebuild the Building is damagedor Common Areas so that it or they will be substantially different structurally or architecturally, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the Term, Landlord and . Tenant shall each have the right to may terminate this Lease and all the unaccrued obligations Lease, by notifying Landlord within 30 days after receiving Landlord’s estimate of the parties heretotime required to substantially complete the Landlord Repairs, by sending written notice if (a) the Casualty has occurred during the last 12 months of the Term and has damaged a material portion of the Premises, and (b) such termination to estimate indicates that the other party damage cannot reasonably be repaired within 60 days after the date Tenant’s receipt of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termestimate. If this Lease is not terminated pursuant to this paragraph Section 10, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (other than trade fixtures) and any Common Area or restoration work portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access to or tenantability of the Premises. Notwithstanding Section 9.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 9.2 with respect to any Tenant-Insured Improvements (the “Assigned Tenant Proceeds”), and if the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the Assigned Tenant Proceeds received by Landlord, Tenant shall pay such excess to Landlord (the “Tenant Excess”) within 90 15 days after Landlord’s estimated date demand. In no event shall Landlord be required to spend more for completion the restoration of any Tenant-Insured Improvements than the repair and restoration work (subject to extension for delays caused solely by applicable Assigned Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect Proceeds and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period Excess (if any) during which actually received by Landlord. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant is not reasonably able to use from any obligation hereunder; provided, however, that if the Premises (other than trade fixtures) or an applicable any Common Area or portion thereof of the Base Building necessary for access to or tenantability of the Premises is damaged by a Casualty, then, during any time that, as a result of such casualty. Tenant damage, any portion of the Premises is inaccessible or untenantable and is not occupied by Tenant, Monthly Rent shall have no right be abated in proportion to terminate this Lease as a result the rentable area of any damage or destruction such portion of the Premises; provided that if a portion of the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct its business operations from such remaining portion, except as Tenant shall be entitled to a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted by this Lease and are not occupied by Tenant. 11 NONWAIVER. No provision hereof shall be deemed waived by either party unless it is waived by such party expressly provided and in this Sectionwriting, and no waiver of any breach of any provision hereof shall be deemed a waiver of any subsequent breach of such provision or any other provision hereof. The provisions Landlord’s acceptance of this LeaseRent shall not be deemed a waiver of any preceding breach of any provision hereof, including this Sectionother than Tenant’s failure to pay the particular Rent so accepted, constitute an express agreement between regardless of Landlord’s knowledge of such preceding breach at the time of such acceptance. Any acceptance by Landlord of payment of less than the full amount of Rent due hereunder shall not be deemed a waiver of Landlord’s right to receive the full amount of Rent due and Tenant with respect shall be applied first to the oldest Rent obligation then due and next to any and all damage tocurrent Rent obligation then due, in each case notwithstanding any statement to the contrary contained on or accompanying such payment from Tenant. No receipt of monies by Landlord from Tenant after the giving of any notice, the commencement of any suit, the issuance of any final judgment, or destruction ofthe termination hereof shall affect such notice, all suit or any part judgment, or reinstate or extend the Term or Tenant’s right of the Premises, and any Law 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 Premisespossession hereunder.

Casualty Damage. If there occurs In the event of damage to or destruction of --------------- the Demised Premises caused by fire or other casualty, or any casualty such damage or destruction to the Project and: Building or the facilities necessary to provide services and normal access to the Demised Premises in accordance herewith, Landlord shall undertake to make repairs and restorations with reasonable diligence as hereinafter provided, unless this Lease has been terminated by Landlord or Tenant as hereinafter provided or unless any mortgagee which is entitled to receive casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the cost of such repairs and restoration. If (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building damage is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) nature or extent that, in Landlord’s 's or Tenant's reasonable judgment, the repair and restoration work would require more than 210 consecutive ninety (90) days to complete after the casualty would be required (assuming with normal work crews not engaged in overtime); and hours) to repair and restore the part of the Demised Premises or Building which has been damaged, or (ii) the casualty occurs during Demised Premises or the last 12 months of Building is so damaged that, in Landlord's reasonable judgment, it is uneconomical to restore or repair the Demised Premises or the Building, as the case may be, or (iii) less than one (1) year then remains on the current Lease Term, Landlord shall so advise Tenant promptly, and Tenant shall each have either party, in the right to terminate this Lease cases described in clauses (i) and all (iii) above, or Landlord, in the unaccrued obligations of the parties heretocase described in clause (ii) above, by sending written notice of such termination to the other party within 60 thirty (30) days after the date of any such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair damage or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant destruction shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after such estimated the date of completionsuch notice. In the event of fire or other casualty damage, provided this Lease shall remain is not terminated pursuant to the terms of this paragraph and is otherwise in full force and effect and Tenant effect, Landlord shall no longer have proceed diligently to restore the right to terminate this Lease if Landlord delivers possession of the Demised Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a substantially its condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment occurence of the loss under insurance policies, Laws, and Force Majeure Eventsdamage. Landlord shall not be liable for obligated to repair or restore any inconvenience alterations, additions, fixtures or annoyance equipment which Tenant may have installed (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Demised Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all costs as may be incurred by Landlord in connection therewith. Tenant shall, at its sole expense, insure the value of its leasehold improvements, fixtures, equipment and personal property located in or on the Demised Premises. If there are any such alterations, fixtures or additions and Tenant Indemniteesdoes not assure or agree to assure payment of the cost of restoration or repair as aforesaid, injury Landlord shall have the right to Tenant’s businessrestore the Demised Premises to substantially the same condition as existed prior to the damage excepting such alterations, additions or pain fixtures. The validity and suffering, resulting effect of this Lease shall not be impaired in any way from such damage by the failure of Landlord to complete repairs and restoration of the Demised Premises or of the Building within ninety (90) days after commencement of the work, even if Landlord had in good faith notified Tenant that the repair thereofand restoration could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration and provided, further, that in the event any such repairs delay Tenant from resuming its business at the Demised Premises for more than one hundred twenty (120) days after the date of casualty, for any reason, Tenant may terminate this Lease by giving written notice thereof to Landlord. Notwithstanding In the foregoingcase of damage to the Demised Premises which is of a nature or extent that Tenant's continued occupancy of all or a part of the Demised Premises is substantially impaired to the extent that Tenant cannot conduct its business therein, Tenant’s obligation to pay Fixed then the Rent and Additional Rent otherwise payable by Tenant hereunder shall be equitably abated or adjusted or abated during from the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result date of such casualty. Tenant shall have no right to terminate this Lease as a result casualty throughout the duration of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 Premisessuch impairment.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a “Casualty”), Landlord, but in no event later than 45 days following the date of Casualty, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 Business Days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building or Premises occurs. If this Lease is not terminated pursuant In addition to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject right to extension for delays caused solely by Tenant and Force Majeure Events)terminate as provided herein, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession if: (a) a substantial portion of the Premises to Tenant has been damaged by Casualty and such damage cannot reasonably be repaired within 30 60 days after Landlord’s receipt of Tenant’s termination notice. If the Completion Estimate; (b) there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment is less than 1 year of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall Term remaining on the date of such Casualty; (c) the Casualty was not be liable for any inconvenience caused by the negligence or annoyance to willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result provides Landlord with written notice of such casualty. Tenant shall have no right its intent to terminate this Lease as a result of any damage or destruction within 60 days after the date of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 PremisesCasualty.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event there is damagedless than two (2) years of the Lease Term remaining or in the event Landlord's mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties heretoLease, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: SIXTY (i60) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice If Landlord does not thus elect to terminate this Lease, Landlord shall specify a termination date commence and proceed with reasonable diligence to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement attached hereto as EXHIBIT E (except that Landlord shall not fewer than 30 nor be responsible for delays not within the control of Landlord) to substantially the same condition in which it was immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, shall not require Landlord to expend for such repair and restoration work more than 90 days after such notice is given to the other party, but in no event shall insurance proceeds actually received by the termination date be after the last day Landlord as a result of the Term. If this Lease is casualty and Landlord's obligation to restore shall be further limited so that Landlord shall not terminated pursuant be required to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date expend for completion of the repair and restoration work (subject of the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to extension for delays caused solely the Work Letter Agreement, more than the dollar amount of the Allowance, if any, described in the Work Letter Agreement. When the repairs described in the preceding two sentences have been completed by Tenant and Force Majeure Events)Landlord, then Tenant shall have complete the right restoration of all improvements, including furniture, fixtures and equipment, which are necessary to terminate this Lease permit Tenant's reoccupancy of the Premises. Except as set forth above, all cost and expense of reconstructing the Premises shall be borne by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionTenant, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of Tenant's ability to pay such costs prior to Landlord's commencement of repair and restoration of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises are unfit for occupancy. If the Premises or an applicable any other portion thereof as a result of the Property is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such casualty. damage and Tenant shall have no right be liable to terminate this Lease as a result of any damage or destruction Landlord for the cost of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord repair and Tenant with respect to any and all damage to, or destruction of, all or any part restoration of the PremisesProperty caused thereby to the extent such cost and expense is not covered by insurance proceeds. NOTWITHSTANDING ANYTHING IN THIS ARTICLE 18 TO THE CONTRARY, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the partiesIF ALL OR ANY PORTION OF THE PREMISES SHALL BE MADE UNTENANTABLE BY A FIRE OR OTHER CASUALTY, and any other statute or regulationLANDLORD SHALL WITH REASONABLE PROMPTNESS, now or hereafter in effectCAUSE AN ARCHITECT OR GENERAL CONTRACTOR SELECTED BY LANDLORD TO ESTIMATE 20 THE AMOUNT OF TIME REQUIRED TO SUBSTANTIALLY COMPLETE REPAIR AND RESTORATION OF THE PREMISES AND MAKE THE PREMISES TENANTABLE AGAIN, shall have no application to this Lease or any damage or destruction to all or any part of the PremisesUSING STANDARD WORKING METHODS (THE "COMPLETION ESTIMATE"). IF THE COMPLETION ESTIMATE INDICATES THAT THE PREMISES CANNOT BE MADE TENANTABLE WITHIN TWELVE (12) MONTHS FROM THE DATE THE REPAIR AND RESTORATION IS STARTED, EITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS LEASE BY GIVING WRITTEN NOTICE TO THE OTHER OF SUCH ELECTION WITHIN TEN (10) DAYS AFTER ITS RECEIPT OF THE COMPLETION ESTIMATE. TENANT, HOWEVER, SHALL NOT HAVE THE RIGHT TO TERMINATE THIS LEASE IN THE EVENT THAT THE FIRE OR CASUALTY IN QUESTION WAS CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF TENANT. IF THE COMPLETION ESTIMATE INDICATES THAT THE PREMISES CAN BE MADE TENANTABLE WITHIN TWELVE (12) MONTHS FROM THE DATE THE REPAIR AND RESTORATION IS STARTED AND LANDLORD HAS NOT OTHERWISE EXERCISED ITS RIGHT TO TERMINATE THE LEASE PURSUANT TO THE TERMS HEREOF, OR IF THE COMPLETION ESTIMATE INDICATES THAT THE PREMISES CANNOT BE MADE TENANTABLE WITHIN TWELVE (12) MONTHS, BUT NEITHER PARTY TERMINATES THIS LEASE PURSUANT TO THIS ARTICLE 18, LANDLORD SHALL PROCEED WITH REASONABLE PROMPTNESS TO REPAIR AND RESTORE THE PREMISES.

Casualty Damage. A. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Lessee shall give prompt written notice thereof to Lessor. In case the Project and: building on the Premises (ithe "Building") insurance proceeds are unavailable to Landlord shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building is damagedshall, Landlord in Lessor's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty), or in the right event any mortgagee of Lessor's interest in the Building or the Property should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt, or in the event of any material uninsured loss to the Building, Lessor may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Lessee in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice If Lessor does not thus elect to terminate this Lease, Lessor shall specify a termination date not fewer than 30 nor more than 90 notify Lessee in writing of such election within ninety (90) days after the date of such notice is given casualty and shall commence and proceed with reasonable diligence to restore the Building; provided such restoration shall be completed in a condition equal to or greater than the condition prior to the other partycasualty. In the event Lessor elects to restore the Building as described above, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant Lessee shall have the right option to terminate this Lease by sending at least 30 days’ prior written notifying Lessor in writing within thirty (30) days of receipt of Lessor's notice of its intention to Landlord within 30 days after such estimated date rebuild upon the happening of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession any of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty following events: (i) the repair or reconstruction to the Premises or Building cannot be completed within one hundred twenty (120) days from the date of Lessor's notice of its intention to rebuild and neither party terminates shall describe the work to be completed; (ii) the notice from Lessor is sent anytime during the last six (6) months of the Term of this Lease; (iii) Lessee determines that the repairs do not restore the Premises, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) or Building to a condition as nearly as practicable equal to that existing the conditions prior to the damagecasualty. If the casualty is a minor casualty necessitating expenditures of less than $5,000 in repairs to the Building or Premises, with commercially reasonable speed and diligence, subject to delays that may arise Lessor shall commence such repairs within fifteen days from the date of receipt of written notice from Lessee as provided above. All costs incurred by reason of adjustment Lessor for restoration of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience Property or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting Building as provided above in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent this paragraph shall be equitably adjusted or abated during reimbursed from the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction proceeds of the Premises, except as expressly provided insurance policy obtained by Lessor in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 PremisesSection 2.05 above.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall, in Landlord’s sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event there is damagedless than two (2) years of the Lease Term remaining or in the event Landlord’s mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice If Landlord does not thus elect to terminate this Lease, Landlord shall specify a termination date not fewer notify Tenant in writing no later than 30 nor more than 90 thirty (30) days after such notice is given the date of the casualty of Landlord’s reasonable estimate of the duration of the repairs, and subject to Tenant’s termination right below, shall commence and proceed with reasonable diligence to restore the Building, and the improvements located within the Premises, if any, to the other party, but extent Landlord had financial responsibility for them pursuant to the Work Letter Agreement attached hereto as Exhibit D (except that Landlord shall not be responsible for delays not within the control of Landlord) to substantially the same condition in no event shall which it was immediately prior to the termination date be after the last day happening of the Termcasualty. If Landlord does not elect to terminate this Lease is not terminated pursuant to this paragraph Landlord’s termination right as provided above, and Landlord fails to complete reasonably estimates that the repair or restoration work required repairs cannot be completed within 90 one hundred eighty (180) days after Landlordbeing commenced, Tenant may elect, not later than thirty (30) days after Tenant’s estimated date for completion receipt of Landlord written notice of the repair and restoration work (subject estimated time required to extension for delays caused solely by Tenant and Force Majeure Events)effectuate such repairs, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord effective as of the date specified in Tenant’s notice. Notwithstanding the foregoing, Landlord’s obligation to restore the Building, and the improvements located within 30 days after the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, shall not require Landlord to expend for such estimated date repair and restoration work more than the insurance proceeds actually received by the Landlord as a result of completionthe casualty and Landlord’s obligation to restore shall be further limited so that Landlord shall not be required to expend for the repair and restoration of the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, more than the dollar amount of the Allowance, if any, described in the Work Letter Agreement. When the repairs described in the preceding two sentences have been substantially completed by Landlord, Tenant shall be permitted to complete the restoration of all improvements, including furniture, fixtures and equipment, which are necessary to permit Tenant’s reoccupancy of the Premises; provided this Lease that Tenant shall remain not be required to expend any amount in full force excess of the insurance proceeds actually received by Tenant policies maintained by Tenant under Section 15.B. Except as set forth above, all cost and effect expense of reconstructing the Premises shall be borne by Tenant, and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty ability to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing pay such costs prior to the damage, with commercially reasonable speed Landlord’s commencement of repair and diligence, subject to delays that may arise by reason of adjustment restoration of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent except that if such fire or other casualty shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use have damaged the Premises or an applicable portion Common Areas necessary to Tenant’s occupancy of the Premises, Landlord shall allow Tenant a proportionate abatement of Rent during the time and to the extent the Premises are unfit for occupancy. This Lease sets forth the terms and conditions upon which this Lease may terminate in the event of any damage or destruction. Accordingly, the parties hereby waive the provisions of California Civil Code Section 1932, Subsection 2, and Section 1933, Subsection 4 (and any successor statutes thereof as a result of such casualty. Tenant shall have no right permitting the parties to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 Premisesdestruction).

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be damaged such that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shell, in Landlord's sole opinion, is damagedrequired (whether or not the Premises shall have been damaged by such casualty) or in the event any mortgagee of Landlord's should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice If Landlord does not thus elect to terminate this Lease, Landlord shall specify commence and proceed with reasonable diligence to restore the Building shell and Shell Improvements located on the Premises; except that Landlord's obligation to restore shall not require Landlord to spend for such work an amount in excess of the insurance proceeds actually received by Landlord as a termination date not fewer than 30 nor more than 90 days after such notice is given result of the casualty. When the repairs described in the preceding sentence have been completed by Landlord, Landlord shall then complete the restoration of all improvements in excess of the Shell Improvements which are necessary to permit Tenant's reoccupancy of the Premises (including the installation of acoustical ceiling tile) pursuant to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated final working drawings and specifications approved by Landlord pursuant to this paragraph and the Work Letter ("Improvements Restoration"). Landlord fails shall not be obligated to complete expend for the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair Improvements Restoration a sum in excess of a dollar amount equal to the dollar amount, if any, of the "Allowance" ("Reconstruction Allowance"). Except for the Reconstruction Allowance, all cost and restoration work (subject to extension for delays caused solely expense of completing the Improvements Restoration shall be borne by Tenant and Force Majeure Events)the amount of such excess, as determined by Landlord, is herein referred to as the "Reconstruction Excess". Fifty percent (50%) of the Reconstruction Excess (as then estimated by Landlord) shall be paid by Tenant shall have to Landlord, in cash, prior to commencement of the right Improvements Restoration. After substantial completion of the Improvements Restoration, but prior to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession reoccupancy of the Premises by Tenant, Tenant shall pay Landlord, in cash, an amount equal to ninety percent (90%) of the then unpaid balance of the Reconstruction Excess (as then estimated by Landlord). As soon as a final accounting can be prepared and submitted to Tenant, Tenant shall pay Landlord, in cash, the entire unpaid balance of the Reconstruction Excess, based on Landlord's final cost. Each increment of the Reconstruction Excess payable by Tenant to Landlord shall be paid by Tenant within 30 ten (10) days after Landlord’s receipt of a written request therefore by Landlord to Tenant’s termination notice. If there occurs Tenant shall not be entitled to receive any casualty credit or payment with respect to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment any portion of the loss under insurance policies, Laws, and Force Majeure EventsReconstruction Allowance not actually spent upon restoration of the Premises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, and provided that cash in the amount of each increment of the Reconstruction Excess shall have been paid to Landlord by Tenant within ten (10) days after a written request therefor by Landlord to Tenant’s obligation to pay Fixed , Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises or an are unfit for occupancy (based upon that portion of Base Rental applicable to the portion thereof as a result of the Premises subject to such casualty. Tenant ); provided, however, the Premises shall have no right to terminate this Lease as a result of not be considered unfit for occupancy at any damage or destruction time that (i) such of the Premises, except Improvements Restoration has been completed so as expressly provided in this Section. The provisions to permit occupancy as evidenced by the issuance of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage toa Certificate of Occupancy or its equivalent for the Premises by the appropriate governmental entity having jurisdiction over the Premises for the purpose of issuing such certificate, or destruction of(ii) if no such certificate can be issued by any appropriate governmental entity under applicable laws, all ordinances, or any part of regulations, at such time as the Premises, Improvements Restoration have been substantially completed and any Law with respect tendered 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 PremisesTenant.

Casualty Damage. If there occurs 16.01 If, as a result of fire or other casualty (each, a “Casualty”), all or any casualty portion of the Premises becomes untenantable or inaccessible, Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord with a written estimate of the amount of time required, using standard working methods, to substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Project and: Premises (i) insurance proceeds are unavailable to “Completion Estimate”). Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% shall promptly forward a copy of the total area Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is started (when such repairs are made without the payment of the Building is damagedovertime or other premiums), Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within thirty (30) days after Landlord’s delivery of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination delivered to the other party Tenant within 60 ninety (90) days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other partyCasualty, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease if the Building or Complex shall be damaged by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionCasualty, provided this Lease shall remain in full force whether or not the Premises are affected, and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession one or more of the Premises to Tenant within 30 days after following conditions is present: (1) in Landlord’s receipt reasonable judgment, repairs cannot reasonably be completed within two hundred seventy (270) days from the date the repairs are started (when such repairs are made without the payment of Tenant’s termination notice. If there occurs overtime or other premiums); (2) any casualty Mortgagee requires that the insurance proceeds or a substantial portion thereof be applied to the Premises and neither party terminates payment of the mortgage debt; (3) the material damage is not fully covered by Landlord’s insurance policies provided Landlord maintained the insurance required by this Lease, then Landlord shall use commercially reasonable efforts to cause ; or (4) the damage to be repaired occurs during the last twelve (exclusive of Tenant’s Property12) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment months of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 PremisesTerm.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building is damagedPremises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within two hundred seventy (270) days from the date of Casualty, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than one (1) year of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) the Building has been materially damaged and any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; (3) a material uninsured loss to the Building or Premises occurs; or (4) such portion of the Building has been so damaged so that substantial alteration or reconstruction of the Building shall, in Landlord’s opinion, be required and, in each case, provided Landlord terminates the leases of all other similarly situated tenants in the Building taking into account commercially relevant factors, including the remaining terms of the leases. If this Lease the entire Premises or any Common Area necessary to provide access to the Premises is not terminated pursuant to this paragraph restored and Landlord fails to complete available for Tenant’s occupancy within one (1) year from the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Casualty, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior upon written notice to Landlord. Tenant, upon written notice given to Landlord within 30 ninety (90) days after such estimated the date of completionthe Casualty, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession the Premises shall be materially damaged and there is less than one (1) year of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to Term remaining on the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment date of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 PremisesCasualty.

Casualty Damage. If there occurs If, before the Closing Date, the improvements on the Property are damaged by any insured casualty and the cost to restore such improvements, as reasonably determined by Buyer, is more than Two Hundred Thousand Dollars ($200,000), Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If, before the Closing Date, the improvements on the Property are damaged by any casualty not covered by insurance and the cost to restore such improvements, as reasonably determined by Seller and Buyer, is more than Fifty Thousand Dollars ($50,000), Seller and Buyer each shall have the right, by giving notice to the Project and: other within thirty (i30) insurance proceeds days after Seller gives notice of the occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If, before the Closing Date, the improvements on the Property are unavailable to Landlord or are insufficient damaged by any insured casualty and the cost to restore such improvements, as reasonably determined by Buyer, is Two Hundred Thousand Dollars ($200,000) or less, or the Project improvements on the Property are damaged by any casualty not covered by insurance and the cost to substantially its pre-casualty condition; restore such improvements, as reasonably determined by Seller and Buyer, is Fifty Thousand Dollars ($50,000) or (ii) more than 30% of the total area of the Building is damagedless, Landlord shall have or either Seller or Buyer has the right to terminate this Lease and all the unaccrued obligations Agreement pursuant to either of the parties hereto, by sending written notice of preceding sentences but neither Seller nor Buyer exercises such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)right, then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease Agreement shall remain in full force and effect and Tenant shall no longer have and, on the Closing Date, any insurance proceeds (or, if not theretofore received, the right to terminate this Lease if Landlord delivers possession receive such proceeds) payable to Seller on account of the Premises damage shall be transferred to Tenant within 30 days after LandlordBuyer and the amount of any deductible under Seller’s receipt of Tenant’s termination notice. If there occurs any casualty insurance policy to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment extent of the loss under insurance policiesrestoration cost as reasonably determined by Seller and Buyer (or, Lawsin the case of an uninsured casualty, the restoration cost as reasonably determined by Seller and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent Buyer) shall be equitably adjusted or abated during a credit to Buyer against the period (if any) during which Tenant is not total purchase price for the Property. Seller shall give notice to Buyer reasonably able to use promptly after the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result occurrence of any damage or destruction to the improvements on the Property by any casualty. If necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by this section 6.3 and the period of the Premises, except as expressly provided thirty (30) days described in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premisessection 6.3 has expired, and any Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, restoration cost has been determined by Seller 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 PremisesBuyer.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Buildings or Premises occurs. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior Casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of the Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession Tenant's receipt of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 PremisesCompletion Estimate.

Casualty Damage. If there occurs the Premises shall be d amaged by fire or other casualty, Tenant shall give prompt written notice to Land lord . If the Building or any part thereof or access thereto shall be so d amaged or destroyed by fire or other casualty such that substantial alteration or reconstruction of the Build ing and access thereto shall, in the good faith and reasonable determination of Landlord 's Architect, be required with such repair taking longer that one hundred eighty (1 80) d ays (whether or not the Premises shall have been damaged by such casualty), or in the event of any material uninsured loss to the Project and: (i) insurance proceeds are unavailable Building, or in the event of any substantial damage to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building is damaged, Landlord shall have w ithin the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: final two (i2) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months years of the Term, Landlord and Tenant shall each have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 notifying Tenant in writing thirty (30) days after the date of such casualtyd amage. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given In case the Premises or access to the Premises shall be so damaged by fire or other party, but in no event shall the termination date be after the last day casualty such that substantial alterations or reconstruction of the Term. If this Lease is not terminated pursuant to this paragraph Premises shall, in the good faith and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion reasonable determination of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Land lord 's Architect, then be required, Tenant shall have the right to terminate this Lease by sending at least 30 days’ upon thirty (30) d ays prior written notice to Landlord if Landlord (i) has not completed, (ii) cannot complete or (iii) in the opinion of Xxxxxxxx 's Architect, cannot reasonably be expected to complete substantially the making of any required repairs and restorations within 30 days after one hundred eighty (1 80) d ays from the d ate of such estimated d amage or destruction. Rent shall xxxxx and be prorated as of the date such d amage occurs and during any period of completion, provided this Lease shall remain in full force repair and effect and restoration to the extent the Premises or any material part thereofare rendered unusable or access thereto is denied Tenant. Ifneither Landlord nor Tenant shall no longer have the right elects to exercise its rights to terminate this Lease if Lease, Landlord delivers possession of shall commence and diligently proceed to restore and repair the Building and the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to substantially the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a same condition as nearly as practicable to that existing in which it was immed iately prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment happening of the loss under insurance policiescasualty, Lawsexcept that Xxxxxxxx 's obligation to restore shall not exceed the amount Landlord expended to purchase and restore the Building. When Xxxxxxxx 's work with respect to such resconstruction or restoration has been completed, Tenant shall complete the restoration of the Premises, including the reconstruction of all leasehold improvements and Force Majeure Eventsthe restoration of Tenant's furniture and equipment. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage d amage or the repair thereof. Notwithstanding the foregoingrepair, Tenant’s obligation to pay Fixed Rent and Additional Rent except that Landlord shall be equitably adjusted or abated allow Tenant a fair diminution of rent during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises or an applicable any material portion thereof as a result are unfit for occupancy. If the casualty results from the gross negligence or intentional misconduct of Tenant or any of Tenant 's agents, employees or invitees, Rent shall not be d iminished during the repair of such casualty. damage and Tenant shall have no right be liable to terminate this Lease as a result of any damage or destruction Landlord for the cost of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord repair and Tenant with respect to any and all damage to, or destruction of, all or any part restoration of the Premises, Building to the extent such cost and any Law 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 Premisesexpense is not covered by insurance proceeds.

Casualty Damage. (a) If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to the Project andLandlord. If: (i) insurance proceeds are unavailable to Landlord the Building or are insufficient to restore the Project to substantially its pre-casualty conditionComplex shall be so damaged that substantial alteration or reconstruction of the Building, Complex or the Property shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty); or (ii) more than 30% any Mortgagee's interest in the Building, the Complex or the Property requires that the insurance proceeds payable as a result of a casualty be applied to the payment of the total area of mortgage debt; (iii) there is any material uninsured loss to the Building is damagedBuilding, the Complex, the Property or any part thereof; Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty; and may, at its option, not repair, reconstruct, or restore the Premises or the Building, whether or not the Premises have suffered from the casualty. Such notice shall specify a termination date If the Landlord estimates that it can repair the Shell Improvements (as hereinafter defined) within 360 days from receipt of all insurance proceeds, the Lease will continue unless otherwise terminated by Landlord as provided above. If Landlord estimates that it cannot fewer make the necessary repairs in 360 days from receipt of all insurance proceeds, it will advise Tenant of its estimate of how long the repairs will take and Tenant will have 30 days from Landlord's estimate to elect whether to terminate the Lease or not. If Tenant fails to terminate the Lease at that juncture, it cannot thereafter terminate the Lease in connection with the casualty, provided that Landlord is proceeding in good faith to repair, and provided that the repairs do not take longer than 30 nor 60 days more than 90 Landlord's estimate. Landlord's estimate of the length of time necessary to complete repairs shall be given to Tenant the later of: (i) 30 days after a written request from Tenant is received by Landlord; and (ii) 60 days after the occurrence of a casualty. However, if Landlord is prevented by force majeure ("Delays"), from completing the restoration within said applicable period, and if Landlord provides Tenant with written notice of such cause for the Delays within 15 days of the occurrence thereof, said notice is given to contain the reason for the Delays and a good faith estimate of the period of the delay caused thereby, then Landlord shall have an additional period beyond said applicable period, equal to the other partyDelays in which to restore the damaged areas of the Building; and Tenant may not elect to terminate this Lease until said additional period required for completion has expired with the Building not having been substantially restored. Landlord's obligation to restore shall not require Landlord to spend for such work an amount in excess of the insurance proceeds actually received by Landlord as a result of the casualty and Landlord's restoration obligations shall be limited to the Building shell and the Shell Improvements located in the Premises. When the Landlord's repairs have been substantially completed by Landlord, Tenant shall promptly complete the restoration of all improvements to the Premises in excess of the Shell Improvements (including, without limitation, all Tenant Improvements unless Landlord elects to restore any such Tenant Improvements, which restoration shall in all events be at the expense of Tenant) which are necessary to permit Tenant's reoccupancy of the Premises and to restore the Premises to the condition immediately before such casualty or damage, in accordance with plans and specifications approved by Landlord and Tenant pursuant to the provisions applicable to Tenant Improvements. Landlord shall have the right, but not the obligation, to bid such work on behalf of Tenant and shall become Tenant's contractor in no event shall the termination date be after event: (i) its bid is the last day of low bid; or (ii) Landlord elects to match the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely low bid received by Tenant and Force Majeure Events), then Tenant from any other qualified contractor. In any event Landlord shall have the right to terminate this Lease by sending at least 30 days’ prior written notice approve any contractor Tenant selects to Landlord within 30 days after perform such estimated date of completion, provided this Lease shall remain in full force and effect and work. Tenant shall no longer have also be responsible for the right to terminate this Lease if Landlord delivers possession restoration of Tenant's furniture, equipment, and fixtures. All cost and expense of reconstructing the Premises to Tenant within 30 days after Landlord’s receipt a level in excess of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent Shell Improvements shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 Premisesborne by Tenant.

Casualty Damage. 18.1 If there occurs all or any casualty to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% part of the total area Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a portion of the Building Premises is damagedrendered untenantable as a result of a fire or other casualty, the Rent shall xxxxx for the portion of the Premises that is untenantable and not used by Tenant. Landlord shall have the right to terminate this Lease and all if: (1) the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to Property or the Premises and: (i) shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of the repair Property not covered by insurance (exclusive of deductibles) shall be required (whether or not the Premises has been damaged) and restoration work Landlord is therefore terminating all leases in the Building (provided, that if Landlord failed to carry the insurance required under this Lease, and such insurance would require more have covered the damage this subsection (1) is not applicable); (2) Landlord is not permitted by Law to rebuild the Property or the Premises in substantially the same form as existed before the fire or casualty (in which event Tenant may also terminate this Lease); (3) the Premises have been materially damaged and there is less than 210 consecutive days to complete after 2 years of the Term remaining on the date of the casualty (assuming normal work crews not engaged in overtimeprovided, that if there are any unexercised options to renew remaining, Tenant has the right to invalidate such termination under this subsection (4) if Tenant exercises such option to renew within 90 days from notice of Landlord’s intent to terminate); or (ii4) any Mortgagee requires that such insurance proceeds be applied to the casualty occurs during the last 12 months payment of the Term, mortgage debt and Landlord and Tenant shall each have the right to terminate this Lease and is therefor terminating all the unaccrued obligations of Leases in the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualtyBuilding. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the may exercise its right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord notifying Tenant in writing within 30 90 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to casualty. If Landlord does not terminate this Lease if Lease, Landlord delivers possession of the Premises shall commence and proceed with reasonable diligence to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to repair and restore the Premises and neither party terminates this Leasethe Leasehold Improvements constructed by Landlord. Other than the Leasehold Improvements, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience loss or annoyance to Tenant or Tenant Indemnitees, injury damage to Tenant’s business, Property or pain and suffering, to the business of Tenant resulting in any way from such damage the fire or other casualty or from the repair thereofand restoration of the damage. Notwithstanding Landlord and Tenant hereby waive the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises, except as expressly Premises shall be those specifically provided in this SectionLease. The provisions of this LeaseZYMOGENETICS 1144 EASTLAKE LEASE PAGE 24 FEBRUARY 29, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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.2008

Casualty Damage. (a) If there occurs any casualty the Premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to the Project andLandlord. If: (i) insurance proceeds are unavailable to Landlord the Building shall be so damaged that substantial alteration or are insufficient to restore reconstruction of the Project to substantially its pre-casualty conditionBuilding shall, in Landlord’s sole opinion, be required (whether or not the Premises shall have been damaged by such casualty); or (ii) more than 30% any Mortgagee’s interest in the Property requires that the insurance proceeds payable as a result of a casualty be applied to the payment of the total area of mortgage debt; (iii) there is any material uninsured loss to the Building is damagedProperty, Landlord shall have the right to may, at its option (y) terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty; and (z) not repair, reconstruct, or restore the Premises or the Building, whether or not the Premises have suffered from the casualty. Such notice If the Landlord estimates that it can repair the Premises, excluding Tenant Improvements therein, (“Landlord Restoration Work”) within 360 days from receipt of all insurance proceeds, the Lease will continue unless otherwise Terminated by Landlord as provided above. Landlord’s estimate of the length of time necessary to complete repairs shall specify a termination date not fewer than be given to Tenant the later of: (i) 30 nor more than 90 days after a written request from Tenant is received by Landlord; and (ii) 60 days after the occurrence of a casualty. If Landlord is prevented by force majeure (“Delays”), from completing Landlord’s Restoration Work within said applicable period, and if Landlord provides Tenant with written notice of such cause for the Delays within 15 days of the occurrence thereof, said notice is given to contain the reason for the Delays and a good faith estimate of the period of the delay caused thereby, then Landlord shall have an additional period beyond said applicable period, equal to the other party, but Delays in no event shall which to restore the termination date be after the last day damaged areas of the TermBuilding. If In such event, Tenant may not elect to terminate this Lease is until said additional period required for completion has expired with the Building not terminated pursuant having been substantially restored. Landlord’s obligation to this paragraph restore shall be limited to the extent of the insurance proceeds actually received by Landlord as a result of the casualty and Landlord fails Landlord’s restoration obligations shall be limited to the Building shell and the Shell Improvements located in the Premises. When the Landlord’s repairs have been substantially completed, Tenant shall promptly complete the repair or restoration work within 90 days after of all improvements to the Premises in excess of Landlord’s estimated date for completion Restoration Work (including, without limitation, all Tenant Improvements unless Landlord elects, at Tenant’s expense, to restore any such Tenant Improvements) necessary to permit Tenant’s reoccupancy of the repair Premises and restoration work (subject to extension for delays caused solely restore the Premises to the condition immediately before such casualty or damage, in accordance with plans and specifications approved by Tenant Landlord and Force Majeure Events), then Tenant Tenant. Landlord shall have the right to terminate this Lease by sending approve any contractor Tenant selects to perform such work. Tenant shall also be responsible for the restoration of Tenant’s furniture, equipment, and fixtures. All cost and expense of reconstructing the Premises to a level in excess of that at least 30 days’ prior written notice to Landlord within 30 days after such estimated date the execution of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of be borne by Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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.

Casualty Damage. If there occurs any casualty to In the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% event of the total area of the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises by fire or any other casualty, this Lease shall not be terminated, but the Premises shall be promptly and fully repaired or restored, as the case may be, by Landlord at its own cost and expense in an amount not to exceed the amount of insurance proceeds available. Due allowance, however, shall be given for reasonable time required for adjustment and settlement of insurance claims, and for such other delays as may result from government restrictions, and controls on construction, if any, and for strikes, national emergencies and other conditions beyond the control of Landlord. It is agreed that in any of the aforesaid events, this Lease shall continue in full force and effect, but if the condition is such so as to make the entire Premises untenantable for practical use for Tenant's purposes, then the Rent which Tenant is obligated to pay hereunder shall xxxxx as of the date of the occurrence until the Premises have been fully and completely restored by Landlord. Any unpaid or prepaid Rent for the month in which said condition occurs shall be prorated. If the Premises are partially damaged or destroyed but the Tenant can still make practical use of the balance of the Premises; then during the period that Tenant is deprived of the use of the damaged portion of said Premises, except Tenant shall be required to pay Rent covering only that part of the Premises that it is able to occupy, based on that portion of total rent which the amount of square foot area remaining that can be occupied bears to the total square foot area of all the Premises covered by this Lease. In the event that twenty five percent (25%) or more of the Premises are damaged or destroyed by fire or other casualty so as expressly provided in this Section. The provisions to be untenantable for practical use for Tenant's purposes and it shall require more than one hundred eighty (180) days for Landlord to substantially complete restoration of same as reasonably concurred on by Tenant, then either party hereto upon written notice delivered within thirty (30) days of the fire or other casualty to the other party may terminate this Lease, including this Sectionin which case the Rent shall be apportioned and paid to the date of said fire or other casualty. Subject to the foregoing, constitute an express agreement between Landlord and Tenant with respect to any and all damage tono compensation, or destruction ofclaim, all or diminution of Rent will be allowed or paid, by Landlord, by reason of consequential damages, inconvenience, annoyance, or injury to business, arising from the necessity of repairing the Premises or any part portion of the PremisesBuilding of which they are a part, and any Law with respect to any rights or obligations concerning damage or destruction in however 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 Premisesnecessity may occur.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall, in Landlord’s sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event there is damagedless than two (2) years of the Lease Term remaining or in the event Landlord’s mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice If Landlord does not thus terminate this Lease under Xxxxxxxxx 00, Xxxxxxxx shall specify deliver to Tenant a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day non binding estimate of the Term. If this Lease is not terminated pursuant time needed to this paragraph repair and Landlord fails to complete restore the repair or restoration work Building within 90 days after the date of the damage. If (i) Landlord’s estimated estimate states that repair and restoration will not be completed within 365 days after the date of the damage or (ii) there is less than two (2) years of the Lease Term then remaining, Tenant may terminate this Lease by giving Landlord notice of termination within 10 business days after the date Tenant receives Landlord’s estimate. If neither Landlord or Tenant elects to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building, and the improvements located within the Premises, if any, for completion which Landlord had financial responsibility pursuant to the Work Letter Agreement attached hereto as Exhibit D (except that Landlord shall not be responsible for delays not within the control of Landlord) to substantially the same condition in which it was immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord’s obligation to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, shall not require Landlord to expend for such repair and restoration work more than the insurance proceeds actually received by the Landlord as a result of the casualty and Landlord’s obligation to restore shall be further limited so that Landlord shall not be required to expend for the repair and restoration work (subject of the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to extension for delays caused solely the Work Letter Agreement, more than the dollar amount of the Allowance, if any, described in the Work Letter Agreement. When the repairs described in the preceding two sentences have been completed by Tenant and Force Majeure Events)Landlord, then Tenant shall have complete the right restoration of all improvements, including furniture, fixtures and equipment, which are necessary to terminate this Lease permit Tenant’s reoccupancy of the Premises. Except as set forth above, all cost and expense of reconstructing the Premises shall be borne by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionTenant, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty ability to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing pay such costs prior to the damage, with commercially reasonable speed Landlord’s commencement of repair and diligence, subject to delays that may arise by reason of adjustment restoration of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Base Rent and Additional Rent shall be equitably adjusted or abated xxxxx on a prorata basis during the period (time and to the extent the Premises are unfit for occupancy whether in whole or in part of if any) during which Tenant is not reasonably able to use rendered wholly or partially inaccessible. If the Premises or an applicable any other portion thereof as a result of the Property is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant’s agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such casualty. damage and Tenant shall have no right be liable to terminate this Lease as a result of any damage or destruction Landlord for the cost of the Premises, except as expressly provided in this Sectionrepair and restoration of the Property caused thereby to the extent such cost and expense is not covered by insurance proceeds. The It is the intent of Landlord and Tenant that the provisions of this LeaseSection 18 shall override N.J.S.A, including this Section, constitute an express agreement between Landlord 46:8-6 and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 Premises7.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 210 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending upon written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 10 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day receipt of the TermCompletion Estimate. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)In addition, then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior Casualty and such damage cannot reasonably be repaired within 60 days after Tenant receives the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such casualty, and (c) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated date receipt of completionthe Completion Estimate. Tenant, provided this Lease however, shall remain in full force and effect and Tenant shall no longer not have the right to terminate this Lease if Landlord delivers possession the Casualty was caused by the negligence or intentional misconduct of the Premises Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 30 90 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment date of the loss under insurance policiesCasualty, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no the right to terminate this Lease as a result of any damage or destruction if: (1) the Premises have been materially damaged and there is less than 1 year of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part Term remaining on the date of the Premises, and Casualty; (2) any Law with respect Mortgagee requires that the insurance proceeds be applied 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 payment of the Premisesmortgage debt; or (3) a material uninsured loss to the Building occurs (provided that Landlord has maintained the insurance required hereunder).

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises and any Common Areas necessary to provide access to the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate, by sending written notice of in which event such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months be effective as of the Termdate of the Casualty. Tenant, Landlord and Tenant however, shall each not have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building occurs. If this Lease is not terminated pursuant In addition to this paragraph and Landlord fails Landlord's right to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)terminate as provided herein, then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior the Casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of such Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 PremisesCasualty.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to the Project and: Landlord. In case (i) insurance proceeds are unavailable Landlord will not be permitted by applicable law to Landlord rebuild the Building in substantially the same form as existed prior to the fire or are insufficient to restore the Project to substantially its pre-casualty condition; casualty, or (ii) more the Premises has been materially damaged and there is less than 30% two (2) years of the total area Lease Term (as extended by any Extension Terms exercised as of the Building is damageddate of the casualty) remaining on the date of such casualty, or (iii) there shall occur any material uninsured loss to the Building, either (x) Landlord or (y) provided the damage did not result by reason of any willful misconduct of Tenant or any of its invitees, agents, employees, contractors or licensees, Tenant, may, at its option, terminate this Lease by notifying the other party in writing of such termination within thirty (30) days after the date of such casualty; provided, however, that if Tenant exercises any then remaining Extension Term within such thirty (30) day period, then Landlord shall not have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or under (ii) the casualty occurs during the last 12 months above as a result of such casualty, and any notice of termination theretofore given by Landlord shall be void. Such termination shall be effective as of the Termdate of fire or casualty, Landlord and Tenant shall each have the right with respect to terminate this Lease and all the unaccrued obligations any portion of the parties heretoPremises that was rendered untenantable, by sending written and the effective date of termination specified in Landlord's or Tenant's termination notice of such termination to the other party within 60 (which shall be no less than ninety (90) days after the date of such notice), with respect to any portion of the Premises that remained tenantable. If neither Landlord nor Tenant elects to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) located within the Premises to substantially the same condition they were in immediately prior to the happening of the casualty. Such notice Notwithstanding the foregoing, Landlord's obligation to restore the Building and the Leasehold Improvements shall specify a termination date not fewer than 30 nor more than 90 days after require Landlord to expend for such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely the insurance proceeds actually received by Tenant and Force Majeure Events), then Tenant shall the Landlord as a result of the casualty or which would have the right to terminate this Lease by sending at least 30 days’ prior written notice to been received had Landlord within 30 days after such estimated date of completion, provided this Lease shall remain continued in full force and effect and Tenant the insurance required of Landlord hereunder. Further, any proceeds of insurance received by Landlord's mortgagee or ground lessor shall no longer have the right to terminate this Lease if be deemed received by Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination noticefor purposes hereof. If there occurs any casualty When repairs to the Premises and neither party terminates this Leasehave been completed by Landlord, then Landlord Tenant shall use commercially reasonable efforts complete the restoration or replacement of all Tenant's Property necessary to cause the damage to be repaired (exclusive of permit Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment 's re-occupancy of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a fair diminution of Rent on a per diem basis (based on the ratio of the square foot area of the untenantable portion of the Premises to the total square foot area of the Premises) during the time and to the extent any damage to the Premises or the means of access thereto causes the Premises to be rendered untenantable and not used by Tenant except to the extent provided in the case of a Tenant Caused Casualty (below defined). Such diminution of Rent shall continue until the first to occur of (i) resumption of use and occupancy by Tenant of the damaged portion for the conduct of its business operations thereon or (ii) the last to occur of (x) substantial completion by Landlord of its repair and restoration of the Premises or (y) substantial completion by Tenant of its repair and restoration, not to exceed however under this subsection (y) ninety (90) days following the date of substantial completion by Landlord of its repairs and restoration. In the case of damage or destruction affecting less than the entire Premises but rendering Tenant unable to reasonably conduct its business in the remaining undamaged portion, then any abatement of rent to which Tenant shall be entitled hereunder shall be extended to the entire Premises. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable any other portion thereof as of the Building is damaged by fire or other casualty resulting from the negligence of Tenant or any Tenant Related Parties (herein a result "Tenant Caused Casualty"), the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable (except to the extent Landlord is or would be entitled to be reimbursed by the proceeds of such casualtyany rental interruption insurance either carried by Landlord or which is generally available to commercial landlords owning large modern office buildings within the Washington, D.C. metropolitan area). Landlord and Tenant shall have no right hereby waive the provisions of any law from time to terminate this time in effect during the Lease as a result Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. If there occurs With reasonable promptness after discovering any damage to the Premises (excluding trade fixtures), or to the Common Areas necessary for access to the Premises, resulting from any fire or other casualty (a “Casualty”), Landlord shall notify Tenant of Landlord’s reasonable estimate of the time required to substantially complete repair of such damage (the “Landlord Repairs”). If, according to such estimate, the Landlord Repairs cannot be substantially completed within 270 days after they are commenced, either party may terminate this Lease upon 60 days’ notice to the other party delivered within 10 days after Landlord’s delivery of such estimate. Within 90 days after discovering any damage to the Project and: resulting from any Casualty, Landlord may, whether or not the Premises is affected, terminate this Lease by notifying Tenant if (i) any Security Holder terminates any ground lease or requires that any insurance proceeds are unavailable be used to Landlord or are insufficient to restore the Project to substantially its pre-casualty conditionpay any mortgage debt; or (ii) more any damage to Landlord’s property is not fully covered by Landlord’s insurance policies plus any applicable deductibles (other than 30% of the total area of deductibles with respect to earthquake damage); (iii) Landlord decides to rebuild the Building is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: or Common Areas so that it or they will be substantially different structurally or architecturally; (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (iiiv) the casualty damage occurs during the last 12 months of the TermTerm (provided, however, Landlord and Tenant shall each have the right will not be entitled to terminate this Lease and all the unaccrued obligations solely because there is less than 12 months of the parties original Term remaining if Tenant has previously and validly exercised its Extension Option (defined in Exhibit F hereto)); or (v) any owner, by sending written notice other than Landlord, of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day any damaged portion of the TermProject does not intend to repair such damage; provided, however, that Landlord may not terminate this Lease pursuant to this sentence unless the Premises has been materially damaged or Landlord also exercises all rights it may have acquired as a result of the Casualty to terminate any other similarly situated leases of space in the Building. If this Lease is not terminated pursuant to this paragraph Section 11, Landlord shall promptly and diligently perform the Landlord fails Repairs, subject to complete reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the repair Premises (excluding trade fixtures) and the Common Areas necessary for access to the Premises to substantially the same condition that existed when the Casualty occurred, except for (a) any modifications required by Law or restoration work any Security Holder, and (b) any modifications to the Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project, and do not materially impair access and use to the Premises or Tenant’s parking rights hereunder. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.2 with respect to any Tenant-Insured Improvements. If the estimated or actual cost of restoring any Tenant-Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, Tenant shall pay such excess (the “Excess”) to Landlord within 90 15 days after Landlord’s demand unless the Lease is otherwise terminated pursuant to this Section 11; provided, however, that if (1) the Casualty was not caused by the willful misconduct of any Tenant Party, and (2) the amount of such insurance proceeds (or, if greater, the amount of insurance proceeds Tenant would have been entitled to receive if it had maintained the property insurance required under Section 10.2), together with any self-insured retention or deductible, is less than the estimated date for completion or actual cost of restoring any Tenant-Insured Improvements (such shortfall being referred herein to as the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events“Shortfall”), then (x) Tenant shall have the right to may terminate this Lease (a “Shortfall Termination”) by sending at least 30 providing Landlord with 15 business days’ prior written notice to Landlord (which notice shall include reasonable documentation of the Shortfall) within 30 15 days after receiving such estimated date of completiondemand (the “Tenant Notice Period”); provided further, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to however, that Landlord, by notifying Tenant within 30 10 business days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises receiving such notice and neither party terminates this Leasedocumentation, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damagemay cancel such Shortfall Termination, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, which event Tenant’s obligation to pay Fixed Rent and Additional Rent the Excess shall be equitably adjusted reduced by the amount of the Shortfall; and (y) if this Lease is not terminated pursuant to the preceding clause (x) and Landlord delays performance of the Landlord Repairs until the earliest to occur of (i) the date, if any, on which Tenant notifies Landlord that Tenant waives its right to so terminate this Lease, (ii) the expiration of the Tenant Notice Period without Tenant giving Landlord notice of such termination, or abated during (iii) if Tenant gives such notice before the expiration of the Tenant Notice Period, the date on which Landlord notifies Tenant that Landlord cancels such termination, then, for purposes of determining the period (of any abatement of Monthly Rent pursuant to this Section 11, the Landlord Repairs shall be deemed to have been completed on the date on which Landlord reasonably estimates such completion would have occurred in the absence of such delay. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder; provided, however, that if any) during which Tenant is not reasonably able to use the Premises (excluding trade fixtures) or an applicable portion thereof any Common Area necessary for Tenant’s access to the Premises is damaged by a Casualty, then, during any time that, as a result of such casualtydamage, any portion of the Premises is untenantable or inaccessible and is not occupied by Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises. Without limitation to the foregoing, if the Companion Lease (defined below) is terminated by either Landlord or Tenant shall have pursuant to Section 11 of such Companion Lease (entitled, Casualty Damage), then Tenant may terminate this Lease upon 60 days’ notice to Landlord so long as such notice is delivered no right later than 10 days after the Companion Lease termination notice is delivered pursuant to and in accordance with Section 11 of the Companion Lease; provided, however, that if Tenant attempted to terminate this the Companion Lease as a result of any damage or destruction of the Premises, except a Shortfall (as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any rights or obligations concerning damage or destruction defined 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.Companion Lease) but such Matter ID: 4138

Casualty Damage. If there occurs any The parties hereto mutually agree that if the Leased Premises are partially or totally destroyed by fire or other casualty covered by the fire and extended coverage insurance to be carried by Landlord under the Project and: terms hereof, the Landlord may, after thirty (i30) insurance proceeds are unavailable days written notice to Landlord or are insufficient to Tenant, at its option, repair and restore the Project Leased Premises as soon as it is reasonably practicable, to substantially its pre-casualty conditionthe same condition in which the Leased Premises were before such damage, or it may terminate the Lease; provided, however, that in the event the Leased Premises are completely destroyed or so badly damaged that repairs cannot be commenced within thirty (ii30) more than 30% of the total area of the Building is damageddays and completed within six (6) months thereafter, Landlord shall have the right to terminate then this Lease and all the unaccrued obligations shall be terminable as of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such the occurrence of the damage or destruction, by either party hereto by serving written notice shall specify upon the other; and provided further, that in any event if repairs have not been commenced within thirty (30) days from the date of said damage and thereafter completed within a termination date not fewer than 30 nor more than 90 days after such notice is given to the other partyreasonable time, but in no event shall the termination date case to exceed six (6) months, this Lease may be after the last day immediately terminated by Tenant as of the Termdate of occurrence of the damage or destruction by serving notice upon the Landlord. If In the event the Leased Premises are completely destroyed or so damaged by fire or other casualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms hereof that it cannot reasonably be used by Tenant for the purposes herein provided and this Lease is not terminated pursuant to this paragraph and Landlord fails to complete as above provided, then there shall be a total abatement of rent until said Premises are made usable. In the repair event the Leased Premises are partially destroyed or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely damaged by fire or other hazard so that such Premises can be only partially used by Tenant and Force Majeure Events)for the purposes herein provided, then Tenant there shall have be a partial abatement in the right rent corresponding to terminate this Lease the time and extent which such Premises cannot be used by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of Tenant. If the Premises to Tenant within 30 days after Landlord’s receipt shall be damaged by fire or other casualty resulting from the fault or negligence of Tenant’s termination notice. If there occurs any casualty to , or the Premises and neither party terminates this Leaseagents, then Landlord employees, licensees, invitees of Tenant, such damage shall use commercially reasonable efforts to cause the damage to be repaired (exclusive by and at the expense of Tenant’s Property) to a condition as nearly as practicable to that existing prior to Tenant under the damage, with commercially reasonable speed direction and diligence, subject to delays that may arise by reason supervision of adjustment of the loss under insurance policies, LawsLandlord, and Force Majeure Events. Landlord rent shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 Premisescontinue without abatement.

Casualty Damage. If there occurs the Solar Equipment or any part thereof will be damaged by fire or other casualty, Tenant will give prompt written notice thereof to Landlord. In case the Building will be damaged such that alteration or reconstruction of the Building, in Landlord's sole opinion, is required (whether or not any equipment or property of Tenant will have been damaged by such casualty) or in the event any mortgagee of Landlord's should require that the insurance proceeds payable as a result of a casualty be applied to the Project and: (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% payment of the total area mortgage debt or in the event of any material uninsured loss to the Building is damagedBuilding, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date If Landlord does not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right elect to terminate this Lease by sending at least 30 days’ prior written notice Lease, Landlord will commence and proceed with reasonable diligence to Landlord within 30 days after such estimated date of completionrestore the Building shell, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession excluding any of the Premises to Tenant within 30 days after Landlord’s receipt of Solar Equipment (which will be Tenant’s termination noticesole responsibility to restore at its sole cost and expense) in accordance with the terms of the Lease; except that Landlord's obligation to restore will not require Landlord to spend for such work an amount in excess of the insurance proceeds actually received by Landlord as a result of the casualty. If there occurs any casualty When the repairs described in the preceding sentence have been completed by Landlord, Tenant will then complete the restoration of all improvements in excess of such improvements installed by Landlord which are necessary to permit Tenant's resumption of operations pursuant to the Premises Tenant’s final working drawings and neither party terminates this Lease, then specifications ("Improvement Restoration"). Construction of the Improvement Restoration will be completed within two (2) months after Landlord shall use commercially reasonable efforts to cause first notifies Tenant that the damage improvements to be repaired (exclusive completed by Landlord have been substantially completed. All cost and expense of completing the Improvements Restoration will be borne by Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall will not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding thereof except that the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during Lease Fee will xxxxx from the date of the damage through the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 Premisesrestoration.

Casualty Damage. If there occurs Tenant shall promptly notify Landlord or the Building Manager of any fire or other casualty to the Project and: Premises, or, to the extent that Tenant knows of the same, to the Building. Landlord shall promptly notify Tenant of any fire or other casualty or damage to the Building. In the event the Premises or any substantial part of the Building is wholly or partially damaged or destroyed by fire or other casualty which is required to be covered by Landlord’s insurance as provided herein, Landlord will proceed to restore the same (excluding the Premises Improvements, unless Tenant makes available to Landlord the insurance proceeds related to same) to substantially the same condition existing immediately prior to such damage or destruction unless Landlord notifies Tenant (the “Casualty Notice”) that (i) insurance proceeds are unavailable to Landlord such damage or are insufficient to restore destruction is incapable of repair or restoration within one hundred eighty (180) days from the Project to substantially its pre-date of such fire or other casualty conditionas reasonably determined by Landlord’s architect; or (ii) more than 30% the insurance proceeds recovered by reason of the total area of the Building is damageddamage or destruction are, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, inadequate (after adding the repair and restoration work would require more than 210 consecutive days deductible amount thereto) to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months restoration of the Term, Building; in either of which events Landlord and or Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties heretomay, by sending written notice of such termination given to the other party within 60 twenty (20) days after of Tenant’s receipt of the date Casualty Notice, declare this Lease terminated as of the happening of such casualty. Such notice damage or destruction, except that Landlord shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to so terminate if such funds are inadequate Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. due to Landlord allowing the coverage required under this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days lapse. To the extent after such estimated date of completion, provided this Lease shall remain in full force and effect and fire or other casualty that Tenant shall no longer have be deprived of the right to terminate this Lease if Landlord delivers possession use and occupancy of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs or any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of any such casualty. damage, destruction or the repair thereof, then Tenant shall have no right to terminate be relieved of the same ratable portion of the Monthly Base Rent due under this Lease as a result the amount of any damage damaged or destruction useless space in the Premises bears to the rentable square footage of the PremisesPremises until such time as the entire Premises shall be restored and a certificate of occupancy is issued therefor (provided that Tenant diligently commences its required restoration activities hereunder and thereafter diligently and continuously prosecutes same to completion), except as expressly provided the parties acknowledging and agreeing that, in this Section. The provisions connection with any such casualty not resulting in termination of this Lease, including this SectionLandlord shall only be responsible for restoring the Premises to Base Building Condition, constitute an express agreement between Landlord and Tenant with respect shall be responsible for restoring the Tenant Improvements so long as same are damaged or destroyed by fire or other casualty which is required to any be covered by Tenant’s insurance as provided herein. Landlord shall reasonably determine the amount of damaged or useless space and all damage to, or destruction of, all or any part the square footage of the PremisesPremises referenced in the prior sentence. Notwithstanding anything to the contrary contained herein, and any Law with respect in the event of a casualty which materially impairs Tenant’s use of the Premises or access thereto during the last eighteen (18) months of the Term of this Lease, Tenant may, by written notice to any rights or obligations concerning Landlord within sixty (60) days [***] after the date of the applicable casualty, declare this Lease terminated as of the occurrence of such 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 Premisesdestruction.

Casualty Damage. 16.01. If there occurs all or any portion of the Premises becomes untenantable by fire or other casualty to the Project and: Premises (i) insurance proceeds are unavailable collectively a "CASUALTY"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% and Tenant with a written estimate of the total area amount of time required using standard working methods to Substantially Complete the repair and restoration of the Building Premises (including the Initial Alterations to the extent paid for initially by Landlord) and any Common Areas necessary to provide access to the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 180 days from the date the repair is damagedstarted, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after receipt of the parties heretoCompletion Estimate. Tenant, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice however, shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the negligence or intentional misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice the Casualty, shall specify a termination have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date not fewer than 30 nor more than 90 days after such notice is given of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the other party, but in no event shall the termination date be after the last day payment of the Termmortgage debt; or (3) a material uninsured loss to the Building occurs. If this Lease is not terminated pursuant In addition to this paragraph and Landlord fails Landlord's right to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)terminate as provided herein, then Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior fire or other casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 2 years of the Term remaining on the date of such casualty; (c) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience fire or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such other casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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.

Casualty Damage. 16.01 If there occurs all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty to the Project and: Premises or the Common Areas (icollectively a "Casualty"), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord with a written estimate ("Completion Estimate") insurance proceeds are unavailable to Landlord or are insufficient to restore of the Project amount of time required, using standard working methods, to substantially its pre-casualty condition; complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises ("Landlord's Restoration Work"). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If (a) the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days (or, in the case of a major Casualty affecting more than just the Building [such as, for example, a hurricane], 365 days) from the date the repair is started or (iib) more the Premises have been materially damaged and there is less than 30% 2 years of the total area Term remaining on the date of the Building is damagedCasualty, Landlord then either party shall have the right to terminate this Lease and all upon written notice to the unaccrued obligations other within 10 days after Xxxxxx's receipt of the parties heretoCompletion Estimate, by sending written notice in the case of such termination to Tenant clause (a), and within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months date of the TermCasualty, Landlord and Tenant in the case of clause (b). Tenant, however, shall each not have the right to terminate this Lease and all if the unaccrued obligations Casualty was caused by the willful misconduct of the parties heretoTenant or any Tenant Related Parties. In addition, Landlord, by sending written notice of such termination to the other party Tenant within 60 90 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other partyCasualty, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionif: (1) the Property or the Building shall be damaged so that, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession Landlord's reasonable judgment, substantial alteration or reconstruction of the Property or the Building (as applicable) shall be required (whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs rebuild the Property or the Building in substantially the same form as existed before the fire or casualty; (3) any casualty Mortgagee requires that the insurance proceeds be applied to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause payment of the damage to be repaired mortgage debt; or (exclusive of Tenant’s Property4) to a condition as nearly as practicable to that existing prior material uninsured loss to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience Building or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 Premisesoccurs.

Casualty Damage. If there occurs any casualty In the event the Building or Premises shall be destroyed or rendered untenantable, either wholly or in part, by fire or other casualty, Landlord may, at its option, restore the Building or Premises to as near their previous condition as is reasonably possible and in the meantime the Rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the Project and: whole thereof, provided, such abatement (i) insurance proceeds shall apply only to the extent the Premises are unavailable to Landlord or are insufficient to restore untenantable for the Project to substantially its pre-casualty condition; or purposes permitted under this Lease and not used by Tenant as a result thereof, and (ii) more than 30% shall not apply if Tenant or any other occupant of the total area Premises or any of their agents, employees, invitees, transferees or contractors caused the Building is damageddamage. Unless Landlord, within sixty (60) days after the happening of any such casualty, shall notify Tenant of its election to so restore, this Lease shall thereupon terminate and end, provided, if in Landlord's estimation the Premises cannot be restored within one hundred twenty (120) days following such destruction, Landlord shall have the right to notify Tenant and Tenant may terminate this Lease and all the unaccrued obligations (regardless of the parties hereto, Landlord's intent to restore) by sending written notice delivery of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 thirty (30) days after such estimated date of completionLandlord's notice. Such restoration by Landlord shall not include replacement of furniture, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession equipment or other items that do not become part of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs Building or any casualty improvements to the Premises in excess of those provided for in the allowance for building standard Items. Tenant agrees that the abatement of Rent as provided above shall be Tenant's sole and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause exclusive recourse in the damage to be repaired (exclusive event of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the such damage, with commercially reasonable speed and diligence, subject Tenant waives any other rights Tenant may have under applicable Law to delays that may arise perform repairs or. terminate the Lease by reason of adjustment of damage to the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience Building or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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.

Casualty Damage. If there occurs In the event of damage to or destruction of the --------------- Demised Premises caused by fire or other casualty, or any casualty such damage or destruction to the Project and: Building or the facilities necessary to provide services and normal access to the Demised Premises in accordance herewith, Landlord shall undertake to make repairs and restorations with reasonable diligence as hereinafter provided, unless this Lease has been terminated by Landlord or Tenant as hereinafter provided or unless any mortgagee which is entitled to receive d\casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the cost of such repairs and restoration. If (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area of the Building damage is damaged, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) nature or extent that, in Landlord’s 's and Tenant's reasonable judgment, the repair and restoration work would require more than 210 consecutive ninety (90) days to complete after the casualty would be required (assuming with normal work crews not engaged in overtime); and hours) to repair and restore the part of the Demised premises or building which has been damage, or (ii) the casualty occurs during Demised Premises or the last 12 months of Building is so damaged that, in Landlord's reasonable judgment, it is uneconomical to restore or repair the Demised Premises or the Building, as the case may be, or (iii) less than one (1) year then remains on the current Lease Term, Landlord shall so advise Tenant promptly, and Tenant shall each have either party, in the right to terminate this Lease cases described in clauses (i) and all (iii) above, or Landlord, in the unaccrued obligations of the parties heretocase described in clause (ii) above, by sending written notice of such termination to the other party within 60 thirty (30) days after the date of any such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair damage or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant destruction shall have the right to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after such estimated the date of completionsuch notice. In the event of fire or other casualty damage, provided this Lease shall remain is not terminated pursuant to the terms of this paragraph and is otherwise in full force and effect and Tenant effect, Landlord shall no longer have proceed diligently to restore the right to terminate this Lease if Landlord delivers possession of the Demised Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a substantially its condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment occurrence of the loss under insurance policies, Laws, and Force Majeure Eventsdamage. Landlord shall not be liable for obligated to repair or restore andy alterations, additions, fixtures or equipment which Tenant may have installed (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Demised Premises as of the expiration or earlier termination of this Lease) unless Tenant in a manner satisfactory to Landlord, assures payment in full of all costs as may be incurred by Landlord in connection therewith. Tenant shall, at its sole expense, insure the value of its leasehold improvements, fixtures, equipment and personal property located in or on the Demised Premises. If there are any inconvenience such alterations, fixtures or annoyance additions and Tenant does not assure or agree to Tenant assure payment of the cost of restoration of repair as aforesaid, Landlord shall have the right to restore the Demised Premises to substantially the same conditions as existed prior to the damage excepting such alterations, additions or Tenant Indemnitees, injury to Tenant’s business, or pain fixtures. The validity and suffering, resulting effect of this Lease shall not be impaired in any way from such damage by the failure of Landlord to complete repairs and restoration of the Demised Premises or of the Building within ninety (90) days after commencement of the work, even if Landlord had in good faith notified Tenant that the repair thereofand restoration could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration and provided, further, that in the event andy such repairs delay Tenant from resuming its business at the Demised Premises for more than one hundred twenty (120) days after the date of casualty, for any reason, Tenant may terminate this Lease by giving written notice thereof to Landlord. Notwithstanding In the foregoingcase of damage to the Demised Premises which is of a nature or extent that Tenant's continued occupancy of all or a part of the Demised Premises is substantially impaired to the extend that Tenant cannot conduct its business therein, Tenant’s obligation to pay then the Fixed Rent and Additional Rent otherwise payable by Tenant hereunder shall be equitably abated or adjusted or abated during from the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result date of such casualty. Tenant shall have no right to terminate this Lease as a result casualty throughout the duration of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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 Premisessuch impairment.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event the Premises have been damaged and there is damagedless than one (1) year of the Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice termination shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day effective as of the Term. If this Lease is not terminated pursuant date of fire or casualty, with respect to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion any portion of the repair Premises that was rendered untenantable, and restoration work (subject the date specified in Landlord's notice, with respect to extension for delays caused solely by Tenant and Force Majeure Events)any portion of the Premises that remained tenantable. In addition to Landlord's rights to terminate as provided herein, then Tenant shall have the right to terminate this Lease if (1) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior fire or other casualty; (2) there is less than one (1) year of the Lease Term remaining on the date of such casualty; (3) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors, and (4) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 thirty (30) days after such estimated the date of completionthe fire or other casualty. If neither Landlord nor Tenant elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building (provided that Landlord shall not be required to restore any unleased premises in the Building) and the Leasehold Improvements (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease Lease) located within the Premises, if any, which Landlord has insured to substantially the same condition they were in immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the Leasehold Improvements, if any, shall remain in full force not require Landlord to expend for such repair and effect restoration work more than the insurance proceeds actually received by the Landlord as a result of the casualty. When repairs to the Premises have been completed by Landlord, Tenant shall complete the restoration or replacement of all Tenant's Property necessary to permit Tenant's reoccupancy of the Premises, and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of Tenant's ability to pay such costs prior to Landlord's commencement of repair and restoration of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated on a per them basis during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises are untenantable. If the Premises or an applicable any other portion thereof as a result of such casualty. the Building is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or contractors, the Rent hereunder shall not be diminished during any period during which the Premises, or any portion thereof, is untenantable, and Tenant shall have no right be liable to terminate this Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease as a result Term relating to the effect upon leases of partial or total destruction of leased property. Landlord and Tenant agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. If there occurs any casualty to the Project Premises and: (i) insurance proceeds are unavailable the casualty damage is of a nature or extent that, in Landlord’s reasonable judgment (to be communicated to Tenant within sixty (60) days from the date of the casualty), the repair and restoration work would require more than two hundred ten (210) consecutive days to complete after the determination by Landlord of the required repair or are insufficient to restore the Project to substantially its pre-casualty conditionrestoration work (assuming normal work crews not engaged in overtime); or (ii) more than thirty percent (30% %) of the total area of the Building is extensively damaged; or (iii) the casualty occurs in the last Lease Year of the Term and Tenant has not exercised a renewal right; or (iv) insurance proceeds are unavailable or insufficient to repair the damage, Landlord either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, hereto by sending written notice of such termination to the other party within 60 ten (10) days after of Tenant’s receipt of the date of such casualtynotice from Landlord described above. Such written termination notice shall is to specify a termination date not fewer no less than 30 nor more than 90 fifteen (15) days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Termits transmission. If this Lease is not terminated pursuant to this paragraph and neither Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by nor Tenant and Force Majeure Events), then Tenant shall have the right elects to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date an event of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty damage or destruction to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition or any part thereof as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoingset forth above, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use for such time as the Premises or an applicable portion thereof is not capable of being used by Tenant for its Permitted Use (as a result reasonably determined by Landlord and Tenant). Notwithstanding anything herein to the contrary, if any such damage is not repaired by Landlord within two hundred ten (210) days from the determination by Landlord of the required repair or restoration work, Tenant shall have the option to terminate this Lease and be released of all obligations hereunder by written notice to Landlord received prior to substantial completion of such casualtyrepair work. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the PremisesPremises or any part thereof, except as expressly provided in this SectionArticle 14. The provisions of this Lease, including this SectionArticle, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law statute or regulation of the State of Texas, 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.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building is damaged(meaning more than fifty percent [50%] of the Building) shall, be required (whether or not the Premises shall have been damaged by such casualty) or in the event of any material uninsured loss to the Building (meaning more than fifty percent [50%] of the Building), Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails chooses to complete the repair or work, but Landlord cannot reasonably be expected to substantially complete its repair work within 270 days from the date on which Landlord determines it will repair, then Tenant may, at its option, terminate this Lease by notifying Landlord in writing of such termination within ninety (90) days after the date of such casualty. If Landlord does not thus elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement attached hereto as EXHIBIT "D" (except that Landlord shall not be responsible for delays not within the control of Landlord) to substantially the same condition in which it was immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, shall not require Landlord to expend for such repair and restoration work within 90 days after more than the insurance proceeds actually received by the Landlord as a result of the casualty and Landlord’s estimated date 's obligation to restore shall be further limited so that Landlord shall not be required to expend for completion of the repair and restoration work (subject of the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to extension for delays caused solely the Work Letter Agreement, more than the dollar amount of the Allowance, if any, described in the Work Letter Agreement. When the repairs described in the preceding two sentences have been completed by Tenant and Force Majeure Events)Landlord, then Tenant shall have complete the right restoration of all improvements, including furniture, fixtures and equipment, which are necessary to terminate this Lease permit Tenant's reoccupancy of the Premises. Except as set forth above, all cost and expense of reconstructing the Premises shall be home by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completionTenant, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right present Landlord with evidence satisfactory to terminate this Lease if Landlord delivers possession of Tenant's ability to pay such costs prior to Landlord's commencement of repair and restoration of the Premises Premises. Tenant shall not be entitled to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs receive any casualty credit or payment with respect to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment any portion of the loss under insurance policies, Laws, and Force Majeure EventsReconstruction Allowance not actually spent upon restoration of the Premises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Rent and Additional Rent Landlord shall be equitably adjusted or abated allow Tenant a fair diminution of rent during the period (if any) during which Tenant is not reasonably able time and to use the extent the Premises are unfit for occupancy. If the Premises or an applicable any other portion thereof as a result of the Building is damaged by fire or other EXHIBIT 10.7 casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such casualty. damage and Tenant shall have no right be liable to terminate this Lease as a result of any damage or destruction Landlord for the cost of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord repair and Tenant with respect to any and all damage to, or destruction of, all or any part restoration of the Premises, Building caused thereby to the extent such cost and any Law 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 Premisesexpense is not covered by insurance proceeds.

Casualty Damage. If there occurs any casualty If, prior to the Project andClosing, any of the Improvements are damaged by fire or other casualty (collectively, "Casualty"), then: (i) insurance proceeds are unavailable the parties shall proceed to Landlord or are insufficient to restore close this transaction in accordance with the Project to substantially its pre-casualty conditionterms of this Agreement; or (ii) more than 30% at the Closing, CBL/OP shall receive a credit against the Purchase Price in an amount equal to the deductible under Property Owner's casualty insurance policy plus the amount of any proceeds received by Property Owner prior to Closing to the extent the same exceed costs of restoration and repair expended by Property Owner; and (iii) Property Owner shall, as part of the total area Intangible Property, assign to CBL/OP all of Property Owner's rights in the Building is damagedresulting casualty insurance proceeds; provided, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties heretohowever, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (i) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but that in no event shall the termination date be after sum of such credit for the last day deductible and the amount of the Term. If this Lease is not terminated insurance proceeds assigned to CBL/OP pursuant to this paragraph Clauses (ii) and Landlord fails (iii) hereinabove exceed the lesser of (1) the Purchase Price or (2) the cost to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events)Casualty following the Closing; provided, then Tenant however, CBL/OP shall have no obligation to close with an assignment of casualty insurance proceeds unless Property Owner shall provide to CBL/OP a statement from the right insurance company recognizing the casualty and the applicability of the insurance policy thereto and noting the insurance carrier's acknowledgement of the coverages set forth in the insurance policy to the particular casualty with no offsets, exclusions or denials of coverage and the assignability of the policy to the CBL/OP, and CBL/OP shall be reasonably satisfied that the insurance proceeds are adequate to restore the damage, and if Property Owner fails to provide such statement from the insurance company by the Closing Date, and Property Owner is unwilling to escrow (on terms mutually satisfactory to the parties) the amount required to restore the damage, CBL/OP may elect to terminate this Lease Agreement, by sending at least 30 days’ prior written notice to Landlord within 30 days after such estimated date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right Property Owner. If CBL/OP elects to terminate this Lease if Landlord delivers possession Agreement under this Section 11.3, Escrow Agent or Oak Park Property Owner, as applicable, shall return the Letter of Credit or the Premises Deposit, as applicable, to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises CBL/OP and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, resulting in any way from such damage or the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law with respect to any further rights or obligations concerning damage or destruction in under this Agreement, except for 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 PremisesCBL/OP's Surviving Obligations.

Casualty Damage. If there occurs During the term hereof, if the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged by fire or other casualty to that substantial alteration or reconstruction of the Project and: Building shall be required (whether or not the Premises shall have been damaged by such fire or other casualty), (i) insurance proceeds are unavailable to Landlord or are insufficient to restore the Project to substantially its pre-casualty condition; or if such damage cannot be repaired within ninety (90) days thereafter, as reasonably determined by Landlord, (ii) more than 30% if any mortgagee under a mortgage or deed of the total area of trust covering the Building requires that the insurance proceeds payable as a result of said fire or other casualty be used to retire or reduce such mortgage debt, or (iii) if such damage is damagednot covered by insurance carried by Landlord, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, term and estate hereby granted by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: sixty (i60) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualty. Such notice damage, in which event the Rent shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day abated as of the Termdate of such damage. If this Lease is the damage does not terminated pursuant to this paragraph and require substantial alteration or reconstruction or if Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for delays caused solely by Tenant and Force Majeure Events), then Tenant shall have the right does not thus elect to terminate this Lease by sending at least 30 days’ prior written notice to Lease, Landlord shall, within 30 thirty (30) days after such estimated the date of completion, provided this Lease shall remain in full force and effect and Tenant shall no longer have the right to terminate this Lease if Landlord delivers possession of the Premises to Tenant within 30 days after Landlord’s receipt of Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the such damage, commence to repair and restore the Building and shall proceed with commercially reasonable speed and diligence, subject diligence to delays restore the Building (except that may arise by reason of adjustment of the loss under insurance policies, Laws, and Force Majeure Events. Landlord shall not be liable responsible for delays outside its control) to substantially the same condition in which it was immediately prior to the happening of the casualty, except that Landlord shall not be required to rebuild, repair or replace any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to part of Tenant’s business, furniture and furnishings or pain fixtures and suffering, resulting in any way from such damage or equipment removable by Tenant under the repair thereof. Notwithstanding the foregoing, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable portion thereof as a result of such casualty. Tenant shall have no right to terminate this Lease as a result of any damage or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between but such work shall not exceed the scope of the work done by Landlord and in originally constructing the Building. Tenant with respect shall not be entitled to any compensation or damages from Landlord, and all damage toLandlord shall not be liable, or destruction of, all for any loss of the use of the whole or any part of the Premises, the Building, Tenant’s personal property, or any inconvenience or annoyance occasioned by such loss of use, damage, repair, reconstruction or restoration, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a diminution of Rent on a square footage basis during the time and to the extent the Premises are unfit or unavailable for occupancy. If the Premises or any Law with respect other portion of the Building are damaged by fire or other casualty resulting from the negligence of Tenant or any of Tenant’s agents, employees, or invitees, Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. Tenant hereby specifically waives any and all rights it may have under any law, statute, ordinance or obligations concerning regulation to terminate the Lease by reason of casualty or damage to the Premises or destruction in the absence of an express agreement between the partiesBuilding, and any other statute or regulation, now or hereafter in effect, the parties hereto specifically agree that the Lease shall have no application to this Lease or any damage or not automatically terminate by law upon destruction to all or any part of the Premises.

Casualty Damage. If there occurs the Premises or any casualty part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Project and: (i) insurance proceeds are unavailable to Landlord Building shall be so damaged that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% of the total area reconstruction of the Building shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event the Premises have been damaged and there is damagedless than two (2) years of the Lease Term remaining on the date of such casualty or in the event any Mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building or in the event Landlord will not be permitted by applicable law to rebuild the Building in substantially the same form as existed prior to the fire or casualty, Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days days' after the date of such casualty. Such notice termination shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to the other party, but in no event shall the termination date be after the last day effective as of the Term. If this Lease is not terminated pursuant date of fire or casualty, with respect to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion any portion of the repair Premises that was rendered untenantable, and restoration work (subject the date specified in Landlord's notice, with respect to extension for delays caused solely by Tenant and Force Majeure Events)any portion of the Premises that remained tenantable. In addition to Landlord's rights to terminate as provided herein, then Tenant shall have the right to terminate this Lease if: (1) a substantial portion of the Premises has been damaged by sending at least 30 days’ prior fire or other casualty and such damage cannot reasonably be repaired within sixty (60) days after the date of such fire or other casualty; (2) there is less than one (1) year of the Lease Term remaining on the date of such casualty; (3) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (4) Tenant provides Landlord with written notice of its intent to Landlord terminate within 30 thirty (30) days after such estimated the date of completionthe fire or other casualty. If neither Landlord nor Tenant elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Premises (but excluding any improvements, alterations or additions made by Tenant in violation of this Lease) to substantially the same condition they were in immediately prior to the happening of the casualty, provided this Lease that if Landlord does not have sufficient proceeds to substantially complete the restoration of the Leasehold Improvements in the Premises and Landlord elects not to fund any shortfall, Landlord shall remain in full force so notify Tenant and effect and Tenant Tenant, within ten (10) days thereafter, shall no longer have the right to terminate this Lease by the giving of written notice to Landlord. Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the Leasehold Improvements, if any, shall not require Landlord delivers possession to expend for such repair and restoration work more than the insurance proceeds actually received by the Landlord as a result of the Premises casualty. When the repairs have been completed by Landlord, Tenant shall complete the restoration or replacement of all Tenant's Property necessary to Tenant within 30 days after Landlord’s receipt of permit Tenant’s termination notice. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be repaired (exclusive of Tenant’s Property) to a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment 's reoccupancy of the loss under insurance policies, Laws, and Force Majeure EventsPremises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s business, or pain and suffering, the business of Tenant resulting in any way from such damage or the repair thereof. Notwithstanding , except that, subject to the foregoingprovisions of the next sentence, Tenant’s obligation to pay Fixed Landlord shall allow Tenant a fair diminution of Rent and Additional Rent shall be equitably adjusted or abated on a per diem basis during the period (if any) during which Tenant is not reasonably able time and to use the extent any damage to the Premises causes the Premises to be rendered untenantable. Landlord and Tenant hereby waive the provisions of any law from time to time in effect during the Lease Term relating to the effect upon leases of partial or an applicable portion thereof as a result total destruction of such casualtyleased property. Landlord and Tenant shall have no right to terminate this Lease as a result agree that their respective rights in the event of any damage to or destruction of the Premises, except as expressly provided in this Section. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any Law 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, Premises shall have no application to this Lease or any damage or destruction to all or any part of the Premisesbe those specifically set forth herein.

Casualty Damage. If there occurs the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Buildings shall be so damaged by fire or other casualty to the Project and: (i) insurance proceeds are unavailable to Landlord that substantial alteration or are insufficient to restore the Project to substantially its pre-casualty condition; or (ii) more than 30% reconstruction of the total area of Buildings shall, in Landlord's sole opinion, be required (whether or not the Building is damagedPremises shall have been damaged by such fire or other casualty), Landlord shall have the right to may, at its option, terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice notifying Tenant in writing of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: ninety (i90) in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime); or (ii) the casualty occurs during the last 12 months of the Term, Landlord and Tenant shall each have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other party within 60 days after the date of such casualtydamage, in which event the Rent shall be abated as of the date of such damage. Such notice In addition to the foregoing, if the Premises or any part thereof shall specify a termination date not fewer than 30 nor be damaged by fire or other casualty such that the reparation of such damage or casualty shall, in Landlord's reasonable judgement, require more than 90 two hundred forty (240) days after such notice is given to the other party, but in no event shall the termination date be after the last day of the Term. If this Lease is not terminated pursuant to this paragraph and Landlord fails to complete the repair or restoration work within 90 days after Landlord’s estimated date for completion of the repair and restoration work (subject to extension for force majeure delays caused solely by Tenant and Force Majeure Eventsattributable to Tenant's or any of Tenant's Representatives' acts or omissions), then either Tenant shall have or Landlord may terminate this Lease by notifying the right other party of such election to terminate this Lease by sending at least 30 days’ prior written notice to Landlord within 30 thirty (30) days after such estimated the date of completionLandlord's determination of the extent of such damage, provided this Lease in which event the Rent shall remain in full force and effect and Tenant shall no longer have be abated as of the right date of such damage. If neither party elects to terminate this Lease Lease, and provided insurance proceeds and any contributions from Tenant, if necessary, are available to fully repair the damage, Landlord delivers possession of the Premises to Tenant shall within 30 one hundred twenty (120) days after Landlord’s receipt the date of Tenant’s termination notice. If there occurs any casualty such damage commence to repair and restore the Premises Buildings and neither party terminates this Lease, then shall proceed with reasonable diligence to restore the Buildings (except that Landlord shall use commercially reasonable efforts to cause the damage to not be repaired (exclusive of Tenant’s Propertyresponsible for delays outside its control) to a substantially the same condition as nearly as practicable to that existing in which it was immediately prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment happening of the loss casualty; provided, Landlord shall not be required to rebuild, repair, or replace any part of Tenant's furniture, furnishings, fixtures and/or equipment removable by Tenant or any improvements, alterations or additions installed by or for the benefit of Tenant under the provisions of this Lease. Landlord shall not in any event be required to spend for such work an amount in excess of the insurance policiesproceeds (excluding any deductible) and any contributions from Tenant, Lawsif necessary, and Force Majeure Eventsactually received by Landlord as a result of the fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or Tenant IndemniteesTenant, injury to the business of Tenant’s business, loss of use of any part of the Premises by the Tenant or pain and suffering, loss of Tenant's personal property resulting in any way from such damage or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent during the time and to the extent the Premises are unfit for occupancy. Notwithstanding anything to the foregoingcontrary contained herein, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated during the period (if any) during which Tenant is not reasonably able to use the Premises or an applicable any other portion thereof as a result of the Buildings be damaged by fire or other casualty resulting from the intentional or negligent acts or omissions of Tenant or any of Tenant's Representatives, (i) the Rent shall not be diminished during the repair of such casualty. damage, (ii) Tenant shall not have no any right to terminate this Lease as a result due to the occurrence of such casualty or damage, and (iii) Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of all or any portion of the Buildings caused thereby (including, without limitation, any deductible) to the extent such cost and expense is not covered by insurance proceeds. In the event the holder of any damage or destruction indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the Premisesdate of notice to Tenant of any such event, whereupon all rights and obligations shall cease and terminate hereunder except for those obligations expressly intended to survive any such termination of this Lease. Except as expressly otherwise provided in this Section. The Section 27, Tenant hereby waives the provisions of this LeaseSections 1932(2.), including this Section1933(4.), constitute an express agreement between Landlord 1941 and Tenant with respect to any and all damage to, or destruction of, all or any part 1942 of the Premises, and any Law 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 PremisesCalifornia Civil Code.