Common use of Casualty Clause in Contracts

Casualty. (a) If the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.

Casualty. (a) If the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised he Project shall be damaged by a Casualty which is not covered by Landlord's insuranceor destroyed, in whole or (iii) the Building is more than fifty percent (50%) damaged in part, by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole a “Casualty”), Borrower shall give prompt notice of such damage to Bank and absolute discretion not to rebuild or construct the Building, Landlord Bank shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days join Borrower in adjusting any loss. In addition, after the date entry of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as any decree of foreclosure of the date Mortgage, any purchaser at foreclosure sale or the decree creditor, as the case may be, shall also have the right to join in the adjustment of any such notice and Rent losses. Any moneys received as payment for any loss under any such insurance (the “Insurance Proceeds”) shall (except be paid over to Bank to be applied, at Bank’s option subject to the extent Tenant has continued terms hereof, either to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) prepayment of the Note and other sums due under the Loan Documents or (ii) above, if Landlord elects to terminate this Leasethe extent reasonably practicable, the Tenant may prevent this termination if, within fifteen (15) days reimbursement of Borrower from time to time of expenses incurred by Borrower in connection with the restoration of the receipt Project (“Restoration Work”) and upon terms otherwise satisfactory to Bank. Bank shall have the right to participate in the adjustment of Landlord's notice all claims for Insurance Proceeds. Borrower shall promptly commence and diligently prosecute the restoration of its election the Project, provided that Bank makes the Insurance Proceeds available to terminateBorrower. Subject to Bank making sufficient insurance proceeds available to Borrower, that Tenant agrees at its sole expense to make the repairs and Borrower shall pay all costs of such restoration work whether or not such costs are covered by insurance. Provided and on condition that no Event of Default has occurred and is continuing, any prepayment of the Debt by application of Insurance Proceeds shall not be subject to any Prepayment Premium. Notwithstanding the foregoing, Bank will hold the Insurance Proceeds without interest and will release the insurance proceeds as restoration progresses in payment of restoration costs, subject to the following conditions: (a) There shall be no outstanding Event of Default; (b) At the time of the restoration (including a reasonable stabilization period), there will be Leases in place to generate sufficient income to cover all operating expenses of the Property and all debt service payments. (c) Bank shall approve the plans and specifications for the restoration, which approval shall not be unreasonably withheld, conditioned, or delayed; (d) The size, quality and use of the Improvements on the Land, or, alternatively, the Property Income derived therefrom, shall be substantially the same as or better than immediately prior to continue its occupancy and tenancy under the Lease. In the event the Rent casualty; (e) There shall only be funds on deposit at all times with Bank, which together with any additional funds paid by ▇▇▇▇▇ ▇▇▇▇, are sufficient to complete the date Tenant elects to restore the Leased Premises at its expenserestoration, as certified by an architect approved by Bank; (f) The insurance proceeds will be disbursed under such reasonable procedures as may be established by Bank; and (g) Such other conditions as Bank would customarily be require as a construction lender, or are otherwise reasonable.

Casualty. (aA) If the Leased Premises is destroyed or are damaged by -------- fire, earthquake fire or other casualty (collectivelycasualty, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent Landlord is unaware of net insurance proceeds actually received by such damage or destruction, Tenant shall promptly notify Landlord (and free Landlord shall repair the damaged portions of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due the Premises to substantially the condition thereof prior to the negligence or wrongful acts of Tenant, or damage (but not any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)’s property therein or improvements or alterations made by Tenant), proceed except that if, in a Landlord’s reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, howeverjudgment, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within would require more than one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect work to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, onrepair, or about if the Leased Premises within 24 hours from the occurrence thereof. insurance proceeds (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of excluding rent insurance) shall which Landlord anticipates receiving must be insufficient applied to repay any mortgages encumbering the Building or are otherwise inadequate to pay fully for the cost of repair of such repair, the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease within forty-five (45) days after the date of casualty, by giving so notifying Tenant, which notice shall specify a termination date not less than fifteen days after its transmission (provided that Tenant shall have a minimum period of sixty (60) days to vacate the Premises); provided, however, in connection with any such termination, Landlord shall also be terminating the tenancies of all other similarly affected tenants in the Building. If Landlord is so required to repair, the work shall be commenced promptly and completed with due diligence, taking into account the time required for Landlord to procure said insurance proceeds, and construction delays due to shortages of labor or material or other causes beyond Landlord’s reasonable control. (B) During the period when Tenant shall be deprived of possession of the Premises by reason of such damage, Tenant’s obligation to pay Fixed Rent under Section 5 and Operating Expense Charges under Section 6 shall ▇▇▇▇▇ in the proportion which the damaged area of the Premises bear to the entire Premises. (C) In the event that Landlord should fail to complete such rebuilding or repairs within 270 days from the date of written notification by Tenant to Landlord of the occurrence of the damage or the date Landlord otherwise becomes aware thereof or Landlord at any time informs Tenant that such repairs will take longer than 270 days from the date of such damage. Tenant may terminate this Lease by written notification to Landlord. On such notification, all rights and obligations under this Lease shall cease except for any such rights or obligations which, by the express provisions of this Lease, survive the termination of this Lease At any time, from time to time, after the date occurring thirty (30) days after the date of the damage, Tenant may request that Landlord provide Tenant with an estimate from the Landlord described above setting forth such Landlord’s reasonable opinion of the date of completion of the repairs and Landlord shall respond to such request within fifteen (15) days. (D) In the event of a casualty occurring during the final twelve (12) months of the Term which will take in excess of sixty (60) days to repair, Landlord or Tenant shall have the right to terminate this Lease upon written notice to the other which shall provide for the date of such termination (not to Tenant within 90 exceed ninety (90) days after the date of such Casualty notice); provided, however, Landlord may only terminate the Lease pursuant to this subsection should it also be terminating the leases of all other similarly situated tenants in the Building; provided, further, if Tenant has an option to extend the Term, it can exercise the same following the casualty in which event case the terms of this subsection shall not apply. On such termination date, all rights and obligations under this Lease and shall cease except for any such rights or obligations which, by the tenancy created hereunder shall terminate as express provisions of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, survive the Tenant may prevent termination of this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.

Casualty. (a) Tenant immediately shall give written notice to Landlord of any damage to the Premises, the Building, Project, or the Land. If the Leased Premises is Premises, Building, Project, or the Land are totally destroyed by an insured peril, or so damaged by -------- firean insured peril that, earthquake in Landlord’s estimation, rebuilding or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage repairs cannot be repaired substantially completed (exclusive of leasehold improvements Tenant makes) within one two hundred eighty ten (180210) days after the date of Landlord’s actual knowledge of the damage, then Landlord may terminate this Lease by delivering to Tenant written notice of termination within thirty (30) days after the damage. If the Premises, Building, Project, or the Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of Landlord’s actual knowledge of the damage, then Landlord may, at its expense, relocate Tenant to space reasonably comparable to the Premises, provided that Landlord notifies Tenant of its intention to do so in a written notice delivered to Tenant within thirty (30) days after the damage. Such relocation may be for a portion of the remaining Term or the entire Term. Landlord shall complete any such Casualtyrelocation within ninety (90) days after Landlord has delivered such written notice to Tenant. If the Premises, either Building, Project, or the Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of Landlord’s actual knowledge of the damage, and if Landlord does not elect to relocate Tenant following such damage to the Premises or the Building, and a Tenant Party did not cause such damage, then Tenant may terminate this Lease by delivering to Landlord written notice of termination within (15) days following the date on which Landlord notifies Tenant in writing of the estimated time for the restoration. If Landlord estimates that the Premises will remain untenantable for in excess of two hundred ten (210) days, then Tenant may elect to terminate this Lease by giving written notice of such election delivered to Landlord within thirty (30) days following Landlord’s delivery to Tenant within 90 of the estimated duration that the Premises will remain untenantable. If Landlord estimated the duration that the Premises would remain untenantable at two hundred ten (210) days after or less, and following two hundred ten (210) days’ from the date of such Casualtycasualty the Premises remains untenantable, in which event then Tenant may thereafter terminate this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall upon ten (except to the extent Tenant has continued to make use of all or any of the Leased Premises10) be abated as of such date of such Casualty. Tenant agrees to give business days’ prior written notice to Landlord of any Casualty occurring in, on, or about (and such termination shall be effective unless Landlord delivers the Leased Premises in the required condition within 24 hours from the occurrence thereof. said ten (b10) business day period). If Landlord is required estimated the duration that the Premises would remain untenantable at more than two hundred ten (210) days (but neither party elected to repair terminate this Lease), and the Leased Premises under remains untenantable for more than thirty (30) days following the provisions of estimated completion date (subject to extension for force majeure and delays caused by Tenant), then Tenant may thereafter terminate this Section 14, Landlord's obligation Lease upon ten (10) business days’ prior written notice to Landlord (and such termination shall be limited to effective unless Landlord delivers the Landlord's Work, excluding, Premises in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Propertythe required condition within said ten (10) business day period). Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter If there is a casualty during the Leased Premises to perform such work. last twelve (c12) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair months of the Leased PremisesTerm, and if due to such casualty Landlord estimates that the Premises shall remain untenantable for in excess of thirty (ii30) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurancedays, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises then Tenant may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right elect to terminate this Lease by giving written notice of such termination delivered to Landlord within ten (10) business days following Landlord’s delivery to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to estimated duration that the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensewill remain untenantable.

Casualty. (a) If Borrower shall give Lender prompt notice of any loss or damage to the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect the cost to terminate this Lease as herein provided, Landlord shallrepair which could reasonably be expected to be in excess of $250,000 in the aggregate and, subject to the terms hereof rights of the Mortgage Lender under the Mortgage Loan Documents, Intermediate Mez Lender under the Intermediate Mex Loan Documents and obtaining Senior Mez Lender under the Senior Mez Loan Documents (which shall in all necessary public approvals respects supercede the rights of Lender under this Section 2.31): (a) After the Mortgage Loan, the Intermediate Mez Loan and solely the Senior Mez Loan have been paid in full, (i) in the event of any loss or damage covered by any insurance, Lender shall apply any insurance proceeds in the same manner such proceeds would be required to be applied by Mortgage Lender under the Mortgage and other Mortgage Loan Documents and (ii) Borrower shall not adjust, compromise or settle any claim for such proceeds without the prior written consent of Lender, which shall not be unreasonably withheld or delayed and Lender shall have the right, at Borrower’s sole cost and expense, to participate in any settlement or adjustment of Insurance Proceeds; provided, however, that, except during the continuance of an Event of Default, Lender’s consent shall not be required with respect to the adjustment, compromising or settlement of any claim for proceeds in an amount less than $1,000,000. The expenses incurred by Lender in the adjustment and collection of such proceeds of insurance shall be additional Debt of Borrower, and shall be reimbursed to Lender upon demand or, at Lender’s option, in the event and to the extent sufficient proceeds are available, deducted by Lender from such proceeds of net insurance prior to any other application thereof. If the Mortgage Loan, the Intermediate Mez Loan and the Senior Mez Loan have been paid in full, each insurance company which has issued insurance is hereby authorized and directed to make payment for all losses covered by such insurance to Lender alone, and not to Lender and Borrower, Intermediate Mez Borrower, Senior Mez Borrower or Owner jointly. Borrower agrees to execute and cause Owner, Intermediate Mez Borrower and Senior Mez Borrower to execute all documents and make all deliveries required in order to permit adjustment and payment of insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and as provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofabove. (b) If Landlord is required Subject to repair the Leased Premises prior rights of Mortgage Lender, Intermediate Mez Lender and Senior Mez Lender, Borrower hereby assigns to Lender the proceeds of all insurance (other than worker’s compensation and liability insurance) obtained pursuant to this Agreement, all of which proceeds shall be payable to Lender as collateral and further security for the payment of the Debt and the performance of Borrower’s obligations hereunder and under the provisions other Loan Documents, and Borrower hereby authorizes and directs the issuer of this Section 14any such insurance to, Landlord's obligation shall be limited subject to the Landlord's Workrights of Mortgage Lender, excludingIntermediate Mez Lender and Senior Mez Lender, make payment of such proceeds directly to Lender. Lender may, in its sole discretion, apply the proceeds of insurance received upon any event, all alterations, fixtures casualty to any one or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter more of the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if following: (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair payment of the Leased PremisesDebt, whether or not then due, in any proportion or priority as Lender, in its discretion, may elect, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurancerepair or restoration of the Property, or (iii) the Building is more than fifty percent cure of any Default or (50%iv) damaged by fire the reimbursement of the costs and expenses of Lender incurred pursuant to the terms hereof. Nothing herein contained shall be deemed to excuse Borrower from repairing or other casualty (although maintaining or causing Owner to repair or maintain the Leased Premises may not be affected) that Landlord decides Property as provided in Landlord's sole and absolute discretion not this Agreement or restoring or causing Owner to rebuild restore all damage or construct destruction to the BuildingProperty, Landlord shall have regardless of the right to terminate this Lease by giving written notice sufficiency of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease proceeds, and the tenancy created hereunder application or release by Lender of any proceeds shall terminate as of the date of such not cure or waive any Default or notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensethereof.

Casualty. (a) If If, prior to the Leased Premises Scheduled Closing Date, all or a Significant Portion of the Real Property and Improvements is destroyed or damaged by -------- fire, earthquake fire or other casualty casualty, Seller will notify Purchaser of such casualty. Purchaser will have the option to terminate this Agreement upon notice to Seller given not later than fifteen (collectively15) days after receipt of Seller’s notice. If this Agreement is terminated, a "Casualty") the ▇▇▇▇▇▇▇ Money Deposit will be returned to Purchaser and Landlord thereafter neither Seller nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Lease Agreement or less than a Significant Portion of the Real Property and Improvements is destroyed or damaged as herein providedaforesaid, Landlord shallneither Seller nor the Property Owner will be obligated to repair such damage or destruction but (a) Seller will (or will cause Property Owner to) (i) turn over to Purchaser the insurance proceeds net of reasonable collection costs (or if such have not been awarded, subject all of its right, title and interest therein) payable with respect to such fire or other casualty and (ii) assign to AFE (as reconstituted on the Closing Date with Purchaser as the direct or indirect owner therein), without any representation, warranty or recourse whatsoever, all of Property Owner’s rights, if any, to any payments to be made (after the Closing Date) with respect to the Property under any applicable rental loss insurance policies in effect on the Closing Date, and (b) the parties will proceed to Closing pursuant to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage without abatement of the portion of Purchase Price, except that Purchaser will receive credit for any insurance deductible amount. In the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction event Seller or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises Property Owner elects to perform such work. (c) Anything contained herein any repairs as a result of a casualty prior to the contrary notwithstandingClosing, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) performance thereof shall be insufficient subject, except in the case of emergency or to pay fully for the cost of repair of the Leased Premisesperform repairs required by applicable law, to Purchaser’s consent, not to be unreasonably withheld, conditioned or delayed, and (ii) Seller will be entitled to deduct its costs and expenses from any amount to which Purchaser is entitled under this Section 11.1, which right shall survive the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall Closing. Neither Seller nor Property Owner will have the any right to terminate this Lease by giving written notice of such termination elect to Tenant within 90 days perform any repairs after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseClosing.

Casualty. (a) If, at any time during the Term, the Building or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 30 days after discovery of such damage (a "Restoration Notice") as to the amount of time Landlord reasonably estimates it will take to restore the Premises, as applicable (the "Restoration Period"). If the Leased Premises Restoration Period is destroyed or damaged by -------- fireestimated to exceed fifteen (15) months (the "Maximum Restoration Period"), earthquake or other casualty (collectivelyLandlord may, a "Casualty") and Landlord does not in such notice, elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine date that such destruction or damage cannot be repaired within one hundred eighty is seventy-five (18075) days after the date of discovery of such Casualtydamage or destruction; provided, either Landlord or however, that notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by giving written notice to Landlord delivered within forty-five (45) days of such election receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to Tenant within 90 days after terminate this Lease pursuant to this Section 5.1, Landlord shall promptly restore the Premises (including all tenant improvements that were part of the Premises as of the date of such Casualtythis Lease), in which event as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (hereinafter defined) in, on or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES"); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period, Landlord shall cease all work, and Tenant may by written notice to Landlord delivered within five (5) business days of the expiration of Maximum Restoration Period, elect to terminate this Lease. If Tenant elects to terminate this Lease, Landlord shall be relieved of its obligation to make repairs or restoration, and this Lease and the tenancy created hereunder shall terminate as of the date of discovery of such notice damage or destruction. Landlord shall retain any Rent paid and the right to any Rent shall (except payable by Tenant and applicable to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualtytermination. If Tenant agrees does not timely elect to give notice to terminate, this Lease shall remain in full force and effect, and Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofshall complete all repairs and restoration as soon as reasonably practicable. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein Notwithstanding anything to the contrary notwithstandingcontained in Section 5.1(a), if (i) if there is Material Damage (as hereinafter defined) and the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to date set forth in the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building Restoration Notice is more than fifty percent twelve (50%12) damaged by fire or other casualty (although months from the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Buildingdate of such damage, Landlord then Tenant shall have the right to terminate this Lease by giving written notice to Landlord (a "TENANT TERMINATION NOTICE"), not later than thirty (30) days following Tenant's receipt of the Restoration Notice. If this Lease is terminated by Landlord pursuant to Section 5.1(a) or by Tenant pursuant to this Section 5.1(b), (a) the Term shall expire upon the thirtieth (30th) day after notice of termination is given or on such termination later date as Tenant reasonably requires so long as Tenant is continuously and diligently using good faith commercially reasonable efforts to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder relocate, (b) Tenant's liability for Rent shall terminate cease proportionately as of the date of such notice Tenant vacates the Premises, and (c) any prepaid Rent shall (except to the extent Tenant has continued to make use of all or for any of the Leased Premises) be abated as of period after the date Tenant's liability for Rent has ceased shall be refunded by Landlord to Tenant. (c) For purposes of such Casualty. Notwithstanding this Article V, the above, as to the event of term "MATERIAL DAMAGE" shall mean either (i) fifteen percent (15%) or more of the rentable area of the Premises is damaged and thereby rendered untenantable or not reasonably usable by Tenant for its then current Permitted Use, or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days a portion of the receipt Premises is damaged and as a result thereof, Tenant is denied reasonable use or access to a material portion of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensePremises.

Casualty. (a) If the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord Tenant shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving give immediate written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring indamage caused to the Premises by fire or other casualty. If the Premises is damaged by a fire, onexplosion, or about other casualty (an "Occurrence"), the Leased damage shall promptly be repaired by Landlord subject to this Section, and only to the extent as is necessary to place the Premises in the same condition as when possession was initially delivered to Tenant, and to the extent of insurance proceeds made available to Landlord specifically for such repair. Should insurance proceeds made available to Landlord specifically for such repair be insufficient for such repair, and Landlord elects not to rebuild or restore the Premises, Landlord shall so advise Tenant in writing within 24 hours from forty-five (45) days after the occurrence thereof. Occurrence, and Tenant may, at its option, and within thirty (b30) days after its being advised of Landlord's decision not to rebuild or restore, provide Landlord with at least forty-five (45) days prior written notice of its election to terminate this Lease. If such damage occurs and (i) Landlord is not required to repair the Leased Premises under the provisions of this Section 14as provided above, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised Premises shall be damaged to the extent of seventy-five percent (75%) LEASE AGREEMENT PAGE 8 9 or more of the cost of replacement, Landlord may repair or rebuild the Premises or the building, or terminate this Lease upon notice of such election in writing to Tenant within forty-five (45) days after the Occurrence. If the Occurrence renders forty percent (40%) or less of the Premises untenantable and Tenant does not utilize the portion rendered untenantable, a proportionate abatement of the Rent and Additional Rent shall be allowed from the Occurrence date until the date Landlord completes its work, said proportion to be computed on the basis of the relation which the gross square footage of the untenantable space bears to the floor area of the Premises (but not including any portion of the Premises outside of the building improvements). If more than forty percent (40%) of the Premises is rendered untenantable, and Tenant does not utilize the entire Premises for any purpose, then until Landlord restores it to the condition it was in on the Commencement Date, Rent and Additional Rent shall abat▇. ▇▇ any Occurrence precludes twenty-five percent (25%) or more of the Premises' use by a Casualty which is not covered by Landlord's insuranceTenant and less than twelve (12) months remain on the then current term, notwithstanding any of the other provisions of this Section, Landlord shall have no obligation to repair or rebuild unless Tenant, within thirty (30) days of the Occurrence, irrevocably exercises its next option, if any, to extend this Lease. If no such option exists and less than twelve (12) months remain in the term, Landlord shall have no obligation to restore or rebuild. If Landlord shall fail to commence to repair or restore the Premises in the manner specified in this Article within forty-five (45) days after the Occurrence, and proceed to complete such repairs and restoration with reasonable due diligence, subject to any delays enumerated in Article XV.C. hereof, and subject to the provisions of Article XI.E., then, in such event, Tenant may give Landlord ten (10) days prior written notice of its election either to (i) terminate this Lease, or (iiiii) rebuild the Building is more than fifty percent (50%) damaged by fire or other casualty (although Premises itself on behalf of Landlord. If the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to Tenant shall so rebuild or construct the BuildingPremises, Landlord then Tenant shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except insurance proceeds payable with respect to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such CasualtyOccurrence. Notwithstanding the above, as anything to the event of (i) or (ii) above, if Landlord elects to terminate contrary contained in this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of under no circumstances whatsoever shall Landlord's notice of its election obligation to terminaterebuild, that Tenant agrees at its sole expense restore, or repair the Premises exceed insurance proceeds made available to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseLandlord.

Casualty. Landlord will provide notice to Tenant of any casualty or other harm affecting the Property within forty-eight (a48) hours of the casualty or other harm. If any part of the Leased Premises Communication Facility or Property is destroyed or damaged by -------- fire, earthquake casualty or other casualty (collectivelyharm as to render the Premises unsuitable, a "Casualty") and Landlord does not elect to in Tenant’s sole determination, then Tenant may terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received Agreement by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving providing written notice of such election to Tenant within 90 days after the date of such CasualtyLandlord, in which event this Lease and the tenancy created hereunder shall terminate termination will be effective as of the date of such notice casualty or other harm. Upon such termination, Tenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent shall (except on a prorata basis. Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the extent Property, but only until such time as Tenant has continued is able to make use of all or any activate a replacement transmission facility at another location; notwithstanding the termination of the Leased Premises) Agreement, such temporary facilities will be abated governed by all of the terms and conditions of this Agreement, including Rent. If Landlord or Tenant undertakes to rebuild or restore the Premises and/or the Communication Facility, as of such date of such Casualty. Tenant applicable, Landlord agrees to give notice permit Tenant to Landlord place temporary transmission and reception facilities on the Property at no additional Rent until the reconstruction of any Casualty occurring in, on, or about the Leased Premises within 24 hours from and/or the occurrence thereof. (b) Communication Facility is completed. If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion determines not to rebuild or construct restore the BuildingProperty, Landlord shall have the right to terminate this Lease by giving written notice will notify Tenant of such termination to Tenant determination within 90 thirty (30) days after the date of such Casualty in which event casualty or other harm. If Landlord does not so notify Tenant, and Tenant decides not to terminate under this Lease and the tenancy created hereunder shall terminate as Section, then Landlord will promptly rebuild or restore any portion of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all Property interfering with or any required for Tenant’s Permitted Use of the Leased Premises) be abated Premises to substantially the same condition as of existed before the date of such Casualtycasualty or other harm. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, agrees that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to be abated until the date Property and/or the Premises are rebuilt or restored, unless Tenant elects to restore places temporary transmission and reception facilities on the Leased Premises at its expenseProperty.

Casualty. (a) If the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised Individual Property shall be damaged by a Casualty which is not covered by Landlord's insuranceor destroyed, in whole or (iii) the Building is more than fifty percent (50%) damaged in part, by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Buildinga “Casualty”), Landlord Borrower shall have the right to terminate this Lease by giving written give prompt notice of such termination damage to Tenant within 90 days after Lender and shall promptly commence and diligently prosecute the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as completion of the date Restoration of such notice the applicable Individual Property (or, with respect to any Individual Property for which no Leased Fee Lease Termination Period has occurred and Rent shall (except is continuing and to the extent Tenant is obligated to do so pursuant to the Leased Fee Lease, cause the Tenant under the Leased Fee Lease to do the same) and otherwise comply with the provisions of Section 7.4, provided, however, Borrower shall not be required to cause a Tenant to take actions such Tenant is not required to take pursuant to a Leased Fee Lease (nor shall Borrower be obligated to take any such actions so long as no Leased Fee Lease Termination Period has continued occurred and is continuing with respect to such Individual Property). Borrower shall pay (or cause the Tenant under the Leased Fee Lease to pay) all costs of Restoration (including, without limitation, any applicable deductibles under the Policies) whether or not such costs are covered by the Net Proceeds, provided, however, Borrower shall not be required to cause a Tenant to cause a Tenant to make use of all or any of the payments such Tenant is not required to pay pursuant to a Leased Premises) Fee Lease (nor shall Borrower be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense obligated to make the repairs such payment so long as no Lease Fee Lease Termination Period has occurred and restoration work is continuing with respect to such Individual Property). Lender may, but shall not covered be obligated to, make proof of loss if not made promptly by insurance and to continue its occupancy and tenancy under the LeaseBorrower. In the event that the Rent Tenant under a Leased Fee Lease shall only ▇▇▇▇▇ be required to restore such Individual Property pursuant to the date Tenant elects terms of such Leased Fee Lease and shall fail to restore do so and a Leased Fee Lease Termination Period shall occur with respect to such Individual Property (such Individual Property, a “Leased Fee Lease Restoration Failure Property”), Borrower shall not be required to comply with the Leased Premises at its expenseterms of this Section 7.2 to complete the Restoration of the applicable Individual Property so long as Borrower shall have released such Individual Property in accordance with the terms and conditions of Section 2.7(d) hereof.

Casualty. (a) If In the event the Leased Premises is destroyed or are damaged by -------- fire, earthquake explosion or any other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage which cannot be repaired restored by Lessor to its original condition within one hundred eighty ninety (18090) days after from the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, oncasualty, or about if the Leased Premises within 24 hours from are totally destroyed by such casualty, then both the occurrence thereof. (b) If Landlord is required to repair Lessee and the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall Lessor have the right to terminate this Lease by giving upon written notice to the other party within thirty (30) days of the date of such termination casualty. (b) If neither party elects to Tenant so terminate, Lessor shall, within 90 forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such Casualty time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the tenancy created hereunder shall Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate as this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such notice election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and Rent shall promptly commence and diligently complete the restoration. (except d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the extent Tenant has continued to make use of all or any floor space of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) If Lessor is required or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore repair the Leased Premises at as herein provided, Lessee shall replace its expensestock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) If the Leased Premises or a substantial portion of the Property is destroyed damaged in whole or damaged in part by -------- firecasualty, earthquake and if the Premises are made untenantable as a result thereof, Landlord shall deliver to Tenant, within sixty (60) days after such casualty, a good faith estimate of the time necessary to repair such damages (“Casualty Notice”). If in Landlord’s reasonable estimation such damages cannot be substantially repaired within the shorter of two hundred seventy (270) days from the date of such casualty, or other within two-thirds (2/3) of the then remaining Term as of the date of such casualty (collectively“Estimated Restoration Period”), a "Casualty") and Landlord does not elect to terminate this Lease as herein providedmay be terminated by either Landlord or Tenant by delivering written notice to the other party within thirty (30) days after Tenant’s receipt of the Casualty Notice, Landlord shallin the event neither party timely terminates this Lease, or if in Landlord’s reasonable estimation such damages can be substantially repaired within the Estimated Restoration Period then, subject to Landlord’s rights below, this Lease shall remain in full force and effect, and Landlord shall proceed in good faith to repair and restore the terms hereof Premises to a condition substantially similar to that condition which existed prior to such casualty. Landlord’s obligation with respect to repair and obtaining all necessary public approvals and solely restoration shall be limited to the extent of net the insurance proceeds actually received by Landlord (in connection with such casualty and free shall only extend to the repair of all claims by Mortgagees Landlord’s building and others and all expenses)improvements, and provided such Casualty is shall not due extend to the negligence or wrongful acts of Tenant’s fixtures, equipment, alterations, Telecommunications Equipment, or any interior finish constructed within the Premises by either Landlord or Tenant, regardless of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period cause of such rebuilding casualty. In the event the repair and restoration of the Premises extends beyond the Estimated Restoration Period, this Lease shall remain in full force and effect and Landlord shall not be liable therefor, but Landlord shall continue to complete such repairs and restoration with all due diligence. Notwithstanding the aforesaid, if Landlord reasonably determines that repair of the Premises/Property is or will become uneconomical or that the insurance proceeds (after any required payments to any mortgagees of the Property) will be insufficient to complete all repairs and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, then Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event this Lease is terminated, the parties shall have no further obligations to the other, except for those obligations accrued through the effective date of such termination, which obligations shall survive the Term. Upon termination of this Lease, Tenant shall immediately surrender possession of the Premises to Landlord. Tenant shall not be required to pay any Base Rent for any period in which the Premises are wholly untenantable; and, in the event only a portion of the Premises are untenantable, Tenant’s Base Rent shall only ▇▇▇▇▇ be equitably abated in proportion to that portion of the Premises which are so unfit for such period of time as the Premises (or such portion) remains untenantable. There shall be no Rent abatement if the damages are due to the date fault or negligence of Tenant elects to restore the Leased Premises at its expenseor Tenant’s agents, employees, licensees, invitees or contractors.

Casualty. (a) If 22.1 In the Leased event the Premises is destroyed or the Building are damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") cause and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided in Landlord’s reasonable estimation such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may damage can be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired materially restored within one hundred eighty (180) days after days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such Casualty, either Landlord or Tenant may elect damage. Such abatement of rent shall be made pro rata in accordance with the extent to terminate this Lease by giving written notice which the damage and the making of such election repairs shall interfere with the use and occupancy by Tenant of the Premises from time to Tenant within 90 time. Within forty-five (45) days after from the date of such Casualtydamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which event material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (180) days, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the tenancy created hereunder Tenant in the Premises shall terminate as of the date of such notice damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall forthwith repair or restore such damage, this Lease continuing in full force and Rent effect, and the rent hereunder shall (except be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any property insurance which may be carried by Landlord or Tenant against loss or damage to the extent Tenant has continued to make use of all Building or any Premises shall be for the sole benefit of the Leased Premisesparty carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) be abated days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of such said period of time, whereupon the Lease shall end on the date of such Casualty. notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained in this Article: (a) Landlord and Tenant agrees shall have the right to give terminate this Lease by notice to Landlord of the other party within fifteen (15) days when the damages resulting from any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under casualty covered by the provisions of this Section 14, Landlord's obligation shall be limited to Article 22 occur during the Landlord's Work, excluding, last twelve (12) months of the Term or any extension thereof; and (b) in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to event the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result holder of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged indebtedness secured by a Casualty which is not covered by Landlord's insurancemortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, then Landlord shall have the right to terminate this Lease by giving delivering written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the receipt Term. 22.6 In the event of Landlord's any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and upon notice of its election from Landlord to terminateremove forthwith, that Tenant agrees at its sole expense cost and expense, such portion of all of the property belonging to make Tenant or its licensees from such portion or all of the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent Building or Premises as Landlord shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenserequest.

Casualty. (a) If In case of damage to or destruction of the Leased Premises is destroyed Premises, whether or damaged not by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect risk required to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net be covered by insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d))19 of this Lease, proceed in a reasonable manner to rebuild this Lease shall not terminate and restore the Leased Premises Tenant shall promptly restore, rebuild, replace or such part thereof as may be destroyed or damaged repair (hereinafter referred to as near its former conditions “Restore” or “Restoration”) the Premises to substantially the same condition as circumstances will reasonably permit. During the period of existed immediately prior to such rebuilding and restorationdamage or destruction if, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as good faith estimate of a mutually acceptable architect or contractor, such Restoration can be substantially completed within 180 days from the square footage occurrence of the portion of damage or destruction. Such Restoration shall be commenced promptly and shall thereafter be prosecuted with due diligence. Notwithstanding the Leased Premises rendered untenantable, to the extent, and so long asforegoing, however, in the Leased case of damage to or destruction of the Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage the Restoration of which cannot be repaired substantially completed within one hundred eighty 180 days from the occurrence or if the damage or destruction occurs during the last twelve (18012) months of the Term that will render the Premises inaccessible or unusable for purposes of conducting Tenant’s business for a period of ninety (90) days after the date of such Casualtyor more, either Landlord or Tenant may elect to terminate this Lease by giving Landlord written notice of such election to Tenant within 90 thirty (30) days after following the date of such Casualtycasualty, in which event this Lease Tenant shall have no obligation to Restore the Premises; provided, however, Tenant shall, at its cost, clear the Premises of debris and return the tenancy created hereunder shall terminate as of same to a safe and clean condition, and deliver any insurance proceeds (other than those for payable for damages to Tenant’s personal property or business interruption or Tenant’s costs to clear the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (band/or Landlord’s mortgagee in accordance with Subparagraph 20(e) below. If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right elects to terminate this Lease by giving in accordance with this paragraph, this Lease shall terminate thirty (30) days following the date Landlord receives Tenant’s written notice of such termination to election (the "Termination Date”) upon the payment by Tenant within 90 days after the date of such Casualty in which event all rent and all other sums then due and payable under this Lease to and including the tenancy created hereunder Termination Date. Said termination shall terminate as not release Tenant nor Landlord from the obligations and liabilities of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate either under this Lease, the Tenant may prevent this termination ifactual or contingent, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ which have accrued on or prior to the date Tenant elects to restore the Leased Premises at its expenseTermination Date.

Casualty. (a) If the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty"i) and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extentis damaged by fire or other casualty, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction (ii) rebuilding or damage cannot repairs can be repaired completed within one hundred eighty ninety (18090) days after from the date of such Casualtythe damage, either this Lease shall continue and Landlord agrees to rebuild or repair the Premises at Landlord's cost and expense to substantially the condition in which they existed prior to the damage within ninety (90) days from the date of the damage. If Landlord fails to rebuild or repair the Premises to the condition and within the time period provided in this subparagraph, Tenant may elect to terminate this Lease by giving Landlord written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereoftermination. (b) If (i) any portion of the Premises is damaged by fire or other casualty, and (ii) rebuilding or repairs cannot be completed within ninety (90) days from the date of the damage, Landlord is agrees to promptly notify Tenant in writing of the estimated time required to rebuild or repair the Leased Premises under the provisions Premises. Tenant may terminate this Lease by giving Landlord written notice of this Section 14, termination within thirty (30) days after receipt of Landlord's obligation notice. If Tenant does not terminate this Lease under this subparagraph, this Lease shall be limited continue and Landlord agrees to rebuild or repair the Premises at Landlord's cost and expense to substantially the condition in which they existed prior to the Landlord's Work, excluding, in any event, all alterations, fixtures damage within the estimated time. If Landlord fails to rebuild or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter repair the Leased Premises to perform such workthe condition provided in this subparagraph and within the estimated time period, Tenant may terminate this Lease by giving Landlord written notice of termination. (c) Anything contained herein to the contrary notwithstanding, if If (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair portion of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which Premises is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty casualty, and (although the Leased Premises may not be affectedii) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after continues, then (during the period from the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of damage to the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all Premises are rebuilt or any of the Leased Premisesrepaired) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ be reduced by an amount equal to the date Tenant elects to restore product of the Leased Rent times a fraction, the numerator of which shall be the area of the Premises at its expensedamaged and the denominator of which shall be the area of the Premises.

Casualty. If the Property shall sustain a Casualty, Borrower shall give prompt notice of such Casualty to Lender and shall promptly commence and diligently prosecute to completion the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty (a “Restoration”) and otherwise in accordance with Section 5.3, regardless of whether Insurance Proceeds are available or made available, it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to, submit proof of loss if not submitted promptly by Borrower. In the event of a Casualty where the loss does not exceed the Restoration Threshold, Borrower may settle and adjust such claim; provided that (a) If no Event of Default has occurred and is continuing, and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the Leased Premises is destroyed event of a Casualty where the loss exceeds the Restoration Threshold or damaged by -------- fireif an Event of Default then exists, earthquake Borrower may settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or other casualty (collectively, a "Casualty"delayed) and Landlord does not elect Lender shall have the opportunity to terminate this Lease as herein participate, at Borrower’s cost, in any such adjustments; provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, if Borrower fails to subrogation rights as set forth in Paragraph 10(d))settle and adjust such claim within sixty (60) days after the Casualty, proceed in a reasonable manner Lender shall have the right to rebuild settle and restore adjust such claim at Borrower’s cost and without Borrower’s consent (provided that if Borrower has commenced the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period settlement and adjustment of such rebuilding claim within the sixty (60) day period after the Casualty and restorationthereafter diligently pursued the same, Base Rent shall, provided Lender shall not exercise such Casualty is not due right to settle and adjust the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within claim until one hundred eighty (180) days after the date Casualty so long as during the entirety of such period no Event of Default shall have occurred and be continuing and Borrower shall continue to diligently pursue the settlement and adjustment of such claim). Notwithstanding any Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder Borrower shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient continue to pay fully the Debt at the time and in the manner provided for its payment in the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides Note and in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseAgreement.

Casualty. (a) Landlord will provide prompt notice to Tenant of any casualty affecting the Property. If the Leased Premises is destroyed Tenant’s Communication Facility or improvements are substantially damaged by -------- fireor destroyed, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to Tenant may terminate this Lease by upon written notice to Landlord. Termination shall be effective immediately after such notice is given, without the payment of the Termination Fee. Upon such termination, this Lease shall become null and void, and Landlord and Tenant shall have no other further obligations to each other hereunder, other than Tenant’s obligation to remove its property as herein providedprovided and such other provisions that are stated herein to survive said termination. Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Premises, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord but only until such time (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents which shall in no event be longer than ninety (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (18090) days after from the date of such Casualtycasualty) as Tenant is able to activate a replacement transmission facility at another location; notwithstanding the termination of this Agreement, either such temporary facilities will be governed by, and Tenant shall comply with, all of the terms and conditions of this Lease, including, but not limited to, Tenant’s obligation to pay Rent and carry insurance. If Tenant elects to continue this Lease, Tenant shall restore the Premises and/or Communication Facility to the condition existing immediately prior to such damage or destruction. Tenant shall not unreasonably or unnecessarily delay restoration of its Communications Facility. If Tenant undertakes to rebuild or restore the Premises and/or the Communication Facility, as applicable, Landlord or agrees to permit Tenant may elect to terminate this Lease by giving written notice place temporary transmission and reception facilities on the Premises at no additional Rent until the reconstruction of such election to Tenant within 90 days after the Premises and/or the Communication Facility is completed (which shall be no later than six (6) months from the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofsaid casualty). (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.

Casualty. (a) If and Taking ------------------- In case during the Leased Premises is destroyed Term all or any substantial part of the Premises, the Building or the Lot are damaged materially by -------- fire, earthquake fire or other casualty (collectivelyor by action of public or other authority in consequence thereof, a "Casualty") and or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease as herein providedby notice given to Landlord within 30 days after receipt of Landlord's notice, Landlord shall, subject to which notice by Tenant shall specify the terms hereof and obtaining all necessary public approvals and solely to the extent effective date of net insurance proceeds actually received termination. The effective date of termination specified either by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is or Tenant shall be not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) less than 15 nor more than 30 days after the date of notice of such Casualtytermination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either Landlord or Tenant party may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except pursuant to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the foregoing provisions of this Section 147.1) to restore the Premises, Landlord's obligation or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be limited to abated from the Landlord's Work, excluding, in any event, all alterations, fixtures date of casualty or signs installed by Tenant and all floor coverings, furniture, equipment and decorations taking until the Premises or other Tenant's Personal Property. Tenant, at Tenant's expense, such remainder shall promptly perform all repairs and restoration not required to be done have been restored by Landlord and shall promptly re-enter in case of a taking which permanently reduces the Leased Premises to perform such work. (c) Anything contained herein to area of the contrary notwithstandingPremises, if (i) a just proportion of the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of fixed rent insurance) and additional rent shall be insufficient to pay fully abated for the cost of repair remainder of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseTerm.

Casualty. (a) If the Leased Premises is Lessee Assets and the Additional Improvements are destroyed or damaged by -------- fire, earthquake or other casualty (collectivelyeach, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses“Casualty Event”), and provided if, in the reasonable opinion of Lessee, such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild Event materially and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding adversely affects Lessee’s use and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage operation of the portion of Lessee Assets, then Lessee shall have the Leased Premises rendered untenantableright, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) 180 days after the date occurrence of such CasualtyCasualty Event, either Landlord or Tenant may elect to terminate this Lease by giving written notice to Lessor. In the event this Lease is terminated pursuant to this Section 7.3, (i) all charges paid or owing hereunder shall be prorated as of such election to Tenant within 90 days after the effective date of such Casualtytermination, (ii) Lessee shall be entitled to any insurance proceeds applicable to the Lessee Assets and the Additional Improvements, and (iii) Lessee shall, in which event this Lease good faith and the tenancy created hereunder shall terminate as of the date of such notice with due diligence, remove all Lessee Assets and Rent shall (except to the extent Tenant has continued to make use of all or any of Additional Improvements from the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to and repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of restore any damage to the Leased Premises or the remainder of the ▇▇▇▇▇▇▇ City Complex caused by such removal, at Lessee’s sole cost and expense. (b) In the event Lessee does not timely elect to terminate this Lease following the occurrence of a Casualty Event in accordance with Section 7.3(a), Lessee shall repair and restore any damaged or destroyed Lessee Assets and/or Additional Improvements to substantially the condition in which such Lessee Assets and/or Additional Improvements existed immediately prior to the applicable Casualty (exclusive of rent insurance) Event. Such repair and restoration by Lessee shall be insufficient performed in good faith and with due diligence, subject to pay fully for Lessee’s receipt of any required building or construction permits. (c) If, notwithstanding Section 7.3(b), Lessee fails to act in good faith or to use due diligence to repair and restore the cost of repair of Lessee Assets and Additional Improvements to the Leased Premisesrequired condition within a reasonable time, then (iii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord Lessor shall have the right to take such actions as are necessary or reasonable to effect such repair and restoration (and Lessee shall take all actions reasonably necessary to facilitate Lessor’s actions), and insurance proceeds with respect to any remaining repair or restoration work shall be payable to Lessor, (ii) Lessor shall have the right to immediately terminate this Lease by giving upon written notice to Lessee, (iii) Lessee shall be obligated to use any insurance proceeds actually received by Lessee to reasonably clean up the Lessee Assets, Additional Improvements and Leased Premises and (iv) Lessor shall have the option to purchase the Lessee Assets and Additional Improvements for the Purchase Price (the “Casualty Purchase Option”), as determined in accordance with Section 7.3(d). (d) If Lessor elects to exercise the Casualty Purchase Option, Lessor shall notify Lessee in writing (the “Option Notice”). Promptly thereafter, Lessor and Lessee shall engage a mutually-acceptable independent appraiser with experience in valuing petrochemical production assets to determine the fair market value of such termination the Lessee Assets and the Additional Improvements (the “Fair Market Value”), which is the price at which a willing buyer would be willing to Tenant within buy, and a willing seller would be willing to sell, each under no compulsion, the Lessee Assets and Additional Improvements in their then-current condition. The closing of the purchase and sale of the Lessee Assets and Additional Improvement shall occur on the closing date set forth in the Option Notice (the “Option Closing Date”), which date shall not be more than 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as Lessor’s delivery of the date of Option Notice. At such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the aboveclosing, as to the event of (i) Lessee shall deliver such duly executed and, if applicable, acknowledged, conveyances, deeds, assignments, bills of sale and other documents and instruments as are required to convey and transfer the Lessee Assets and Additional Improvements to Lessor, each of which shall include a special warranty of title or similar warranty of claims and encumbrances created or existing by, through or under Lessee and its Affiliates, but otherwise without warranty and (ii) aboveLessor shall deliver to Lessee, if Landlord elects to terminate this Leaseby wire transfer or other immediately available funds, the Tenant may prevent this termination ifPurchase Price. As used herein, within fifteen (15) days the “Purchase Price” means the Fair Market Value, less any costs and expenses incurred by Lessor in connection with the restoration and repair of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs Lessee Assets and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ Additional Improvements prior to the date Tenant elects to restore the Leased Premises at its expenseOption Closing Date (excluding costs and expenses for which Lessor has actually received insurance proceeds).

Casualty. (a) If In the event of total or partial destruction of the Building or the Leased Premises is destroyed or damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein providedcasualty, Landlord shall, subject agrees to promptly restore and repair the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence Building or wrongful acts of Tenant, or any of Tenant's Agents (subjectLeased Premises; provided, however, Landlord's obligation hereunder shall be limited to subrogation rights as set forth in Paragraph 10(d))the reconstruction of the Building, proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof and the Tenant Finish Improvements as may were originally required to be destroyed or damaged to as near its former conditions as circumstances will reasonably permitmade by Landlord. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage Landlord shall give Tenant written notice within thirty (30) days of the portion casualty of Landlord's estimated date to complete such restoration and repair. In the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine event that such destruction or damage cannot be repaired within notice discloses that such date of completion is more than one hundred eighty (180) days after from the casualty date, Landlord and Tenant shall endeavor in good faith to agree upon a schedule for the completion of such repair or rebuilding. If no such agreement is reached within thirty (30) days of Tenant's receipt of notice estimating the date of such Casualtycompletion, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, effective upon the Tenant may prevent this termination ifdate of casualty, by delivery of written notice thereof to Landlord within fifteen (15) days of the receipt expiration of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Leasethirty (30) day negotiating period identified above. In the event the Rent shall only proportionately ▇▇▇▇▇ to during the date Tenant elects to restore time that the Leased Premises at its expenseor part thereof are unusable because of any such damage until substantial completion of the restoration. Notwithstanding the foregoing, if the Leased Premises are destroyed by a casualty which is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building, then Landlord may, upon thirty (30) days' written notice delivered to Tenant within thirty (30) days of the casualty, terminate this Lease with respect to matters thereafter accruing. All restoration shall comply with all construction requirements imposed hereby on the original construction of the Building, Leased Premises or the original Tenant Finish Improvements.

Casualty. (a) If In the event the Leased Premises is destroyed or damaged by -------- fire, earthquake explosion or any other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage which cannot be repaired restored by Lessor to its original condition within one hundred eighty ninety (18090) days after from the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, oncasualty, or about if the Leased Premises within 24 hours from are totally destroyed by such casualty, then both the occurrence thereof. (b) If Landlord is required to repair Lessee and the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall Lessor have the right to terminate this Lease by giving upon written notice to the other party within thirty (30) days of the date of such termination casualty. (b) If neither party elects to Tenant so terminate, Lessor shall, within 90 forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such Casualty time period but fails to complete the actual construction and restoration within forty-five(45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow or otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the tenancy created hereunder shall Lease or at law or in equity; or (d) in the event the Leased Premises are damaged in excess of fifty percent (50%) of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate as this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this lease by giving Written notice to Lessor of such notice election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and Rent shall promptly commence and diligently complete the restoration. (except d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work, said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the extent Tenant has continued to make use of all or any floor space of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) If Lessor is required or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore repair the Leased Premises at as herein provided, Lessee shall replace its expensestock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) If all or any part of the Leased Premises shall be damaged or destroyed by casualty which is destroyed insured or damaged required to be insured under this Lease, or by -------- fire, earthquake or any other casualty if the cost to repair such other casualty does not exceed twenty percent (collectively20%) of the total replacement cost of the Improvements, Tenant shall promptly notify the Landlord thereof, and shall, with reasonable promptness and diligence, rebuild, replace and repair any damage or destruction to the Premises, at its expense, in conformity with the requirements of Section 5.4(a) hereof, in such manner as to restore the same to the same or better condition as existed prior to such casualty, using materials of the same or better grade than that of the materials being replaced, and there shall be no abatement of Basic Rent or Additional Rent. Proceeds of casualty insurance of $100,000.00 or less shall be paid to Tenant. Proceeds in excess of $100,000.00 shall be held by Landlord or a "Casualty"proceeds trustee (which may be Lender, an escrow or title company, or a bank or trust company designated by Landlord) and Landlord does not elect paid to terminate this Lease as herein providedTenant, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts but only against certificates of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild appropriate lien waivers and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will other information reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either required by Landlord or the proceeds trustee delivered to Landlord from time to time, but not more frequently than once per calendar month, as such work or repair progresses. Each such certificate shall describe the work or repair for which Tenant may elect is requesting payment and the cost incurred by Tenant in connection therewith and stating that Tenant has not theretofore received payment for such work and has sufficient funds remaining to terminate this Lease by giving written notice complete the work free of such election liens or claims. Any proceeds remaining after Tenant has repaired the Premises shall be delivered to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation No payment shall be limited made to the Landlord's Work, excluding, in Tenant if there exists any event, all alterations, fixtures or signs installed by Event of Default under this Lease. If Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration is not required to be done by Landlord restore after a casualty, this Lease shall nevertheless remain in full force and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstandingeffect, if (i) the proceeds with no abatement of Landlord's insurance (recovered Basic Rent or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased PremisesAdditional Rent, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) except that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant if Tenant does not agree to restore within 90 sixty (60) days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all casualty, or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensebut does not diligently proceed to do so.

Casualty. (a) If In the event of total or partial destruction of the Building or the Leased Premises is destroyed or damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein providedcasualty, Landlord shall, subject agrees to promptly restore and repair the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence Building or wrongful acts of Tenant, or any of Tenant's Agents (subjectLeased Premises; provided, however, Landlord's obligation hereunder shall be limited to subrogation rights the reconstruction of the Building, Leased Premises, the Tenant Finish Improvements (as such term is defined in that certain Office Lease Agreement dated April 1, 2001 by and between Duke-Weeks Realty Limited Partnership and Tenant) as were originally required to be made by Landlord and the Tenant Improvements as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permitthis Lease. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage Landlord shall give Tenant written notice within thirty (30) days of the portion casualty of Landlord's estimated date to complete such restoration and repair. In the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine event that such destruction or damage cannot be repaired within notice discloses that such date of completion is more than one hundred eighty (180) days after from the casualty date, Landlord and Tenant shall endeavor in good faith to agree upon a schedule for the completion of such repair or rebuilding. If no such agreement is reached within thirty (30) days of Tenant's receipt of notice estimating the date of such Casualtycompletion, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, effective upon the Tenant may prevent this termination ifdate of casualty, by delivery of written notice thereof to Landlord within fifteen (15) days of the receipt expiration of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Leasethirty (30) day negotiating period identified above. In the event the Rent shall only ▇proportionately a▇▇▇▇ to during the date Tenant elects to restore time that the Leased Premises at its expenseor part thereof are unusable because of any such damage until substantial completion of the restoration. Notwithstanding the foregoing, if the Leased Premises are destroyed by a casualty which is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building, then Landlord may, upon thirty (30) days' written notice delivered to Tenant within thirty (30) days of the casualty, terminate this Lease with respect to matters thereafter accruing. All restoration shall comply with all construction requirements imposed hereby on the original construction of the Building, Leased Premises, the original Tenant Finish Improvements or the Tenant Improvements.

Casualty. In the event of a casualty involving the Premises that will take more than ninety (a90) days to repair, as reasonably estimated by Landlord (the “Landlord’s Rebuild Estimate”), then Landlord or Tenant may terminate this Lease within thirty (30) days after delivery of Landlord’s Rebuild Estimate. Landlord shall provide Landlord’s Rebuild Estimate within thirty (30) days of the date of the applicable casualty. If the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect neither party elects to terminate this Lease as herein provided, Landlord shall, subject to provided above or if neither party has the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect right to terminate this Lease by giving written notice of such election as provided above, then Landlord shall promptly commence to Tenant within 90 days after restore the date of such Casualty, in which event this Lease and Premises to substantially the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except same condition that existed prior to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although “Landlord’s Repair Obligation”), exclusive of any Alterations, additions, improvements, fixtures and equipment installed by or on behalf of Tenant (whether before or after the Leased Premises may Commencement Date). Notwithstanding the foregoing, Landlord shall not be affected) required to fulfill its Landlord’s Repair Obligations to the extent that Landlord decides any lender requires that Landlord’s insurance proceeds be applied to the payment of the mortgage debt or if the casualty is not a claim covered by insurance or if Landlord’s insurance proceeds are insufficient to satisfy the cost of the repair work, and in Landlord's sole and absolute discretion not to rebuild or construct the Building, such event Landlord shall have the right to terminate this Lease by giving written upon notice of such termination to Tenant Tenant. Notwithstanding the foregoing, if Landlord’s Repair Obligation has not been substantially completed within 90 forty-five (45) days after the estimated restoration date set forth in Landlord’s Rebuild Estimate (the last day of such 45-day period being the “Casualty in which event Termination Date”), Tenant shall have the right to terminate this Lease effective upon thirty (30) days’ prior written notice to Landlord delivered within sixty (60) days after the Casualty Termination Date; provided, however, that such termination shall be null and void if Landlord completes the tenancy created hereunder Landlord’s Repair Obligations prior to the expiration of such sixty (60) day period. In the event that this Lease is terminated as set forth herein, the Fixed Rental shall terminate be apportioned as of the date of such notice and Rent the damage and, provided Tenant is not in default, Tenant shall (except be entitled to a refund from Landlord of amounts for the extent Fixed Rental or other charges prepaid by Tenant has continued to make use of all or any of Landlord for the Leased Premises) be abated as of period arising after the date of such Casualtythe casualty. Notwithstanding the aboveTenant will have no claim to insurance proceeds with respect to insurance policies maintained by Landlord, as to condemnation award or proceeds in lieu of condemnation; provided that in the event of (i) or (ii) abovea casualty, if Landlord elects Tenant shall be permitted to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered retain any insurance proceeds payable under any policy carried by insurance and to continue its occupancy and tenancy under the LeaseTenant. In the event the Rent Premises are untenantable in whole or in part and neither party terminates as provided herein, then Fixed Rental shall only ▇▇▇▇▇ be equitably abated to reflect the date Tenant elects to restore portion of the Leased Premises at its expensenot tenantable.

Casualty. Landlord and Tenant hereby acknowledge and agree that the following is hereby added at the end of Section 11.2 of the Office Lease: “In the event Landlord elects to make the repairs, Landlord, within sixty (a60) days after the occurrence of any damage that renders the Premises unfit for occupancy, shall cause to be delivered to Tenant an estimate, prepared by a qualified, independent, experienced and reputable architect, of the number of days, measured from the date of the casualty, that will be required for Landlord to complete Landlord’s restoration work (the “Repair Estimate”). If the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this the Lease pursuant to Landlord’s termination right as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses)provided above, and provided such Casualty is not due to either (A) the negligence or wrongful acts repairs cannot, in the reasonable opinion of TenantLandlord, be completed within three hundred sixty (360) days after being commenced, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore B) the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is repairs are not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired actually completed within one hundred eighty sixty (18060) days after the date period of such Casualtytime set forth in the Repair Estimate (subject to extension for delays caused by Force Majeure and delays caused by Tenant), either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice during the first five (5) business days of each calendar month following the end of such termination period until such time as the repairs are complete, by notice to Landlord (the “Damage Termination Notice”), effective as of a date set forth in the Damage Termination Notice (the “Damage Termination Date”), which Damage Termination Date shall not be less than ten (10) business days following the end of each such month. Notwithstanding the foregoing, if Tenant within 90 delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the date Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord’s receipt of the Damage Termination Notice, a certificate of Landlord’s contractor responsible for the repair of the damage certifying that it is such contractor’s good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date. If repairs shall be substantially completed prior to the expiration of such Casualty in which event thirty (30) day period, then the Damage Termination Notice shall be of no force or effect, but if the repairs shall not be substantially completed within such thirty (30) day period, then this Lease and the tenancy created hereunder shall terminate as of upon the date expiration of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensethirty-day period.”

Casualty. (a) If the Leased Premises Project or any portion thereof is damaged or destroyed by fire or damaged any other casualty or occurrence, whether or not such damage or destruction is insured under the insurance coverage required to be maintained by -------- Tenant under this Lease, Tenant, at Tenant’s sole expense, shall cause the Project (or portion thereof) to be fully repaired and restored to the condition existing immediately prior to such fire, earthquake casualty or occurrence; provided, that, if such casualty or occurrence resulted in damage or destruction of a significant portion of the Theme Park, Tenant shall only be required to repair and restore the Project (or portion thereof) if the Theme Park Owner is required to repair and restore the damage or destruction to such portion of the Theme Park. Subject to the occurrence of a Force Majeure Event, Tenant shall commence the restoration within (i) one hundred twenty (120) days after receipt of the insurance proceeds paid following a fire or other insured casualty (the “NET INSURANCE PROCEEDS”) arising from the damage or destruction which caused the need for such restoration or (ii) if the fire or other casualty was not insured, one hundred five (collectively105) days after the occurrence of the fire or casualty and in each case Tenant shall at such time diligently pursue the completion of such restoration. (b) Except as may otherwise be required by any mortgage encumbering the Premises or any portion thereof, all Net Insurance Proceeds shall, if in an amount equal to $5,500,000, adjusted for inflation, or less per occurrence, be paid to Tenant and applied as provided herein. If greater than $5,500,000, adjusted for inflation, then all Net Insurance Proceeds shall be deposited with the Permitted Leasehold Mortgagee or, if none, with another Lending Institution pursuant to a "Casualty"mutually acceptable trust agreement. Provided Tenant is conducting the restoration in accordance with this Lease and the Permitted Leasehold Mortgage or trust agreement, the Permitted Leasehold Mortgagee or Lending Institution shall disburse the Net Insurance Proceeds to Tenant from time to time upon receipt of a request from Tenant to cover amounts due to contractors, subcontractors, materialmen, engineers, architects or other Persons who have rendered services or furnished materials in connection with the restoration. The Net Insurance Proceeds shall be held in an interest-bearing account, and any interest so earned shall be deemed to be part of the Net Insurance Proceeds. Any Net Insurance Proceeds which are in excess of the costs of such restoration shall be promptly paid to Tenant and shall be Tenant’s sole and exclusive property. (c) If, in accordance with this Section 11.1, Tenant shall undertake promptly to restore the Project (or such portion thereof) that has been destroyed or damaged, then from the date of such casualty and during the diligent restoration by the Tenant of the Project, until such time as the Project shall be fully restored, this Lease shall remain in good standing and shall not be in default and there shall be no abatement during such restoration period of any fees, charges or amounts payable by Tenant to Landlord does hereunder. Nothing contained herein shall relieve Tenant of its obligations under this Article XI if the destruction or damage is not covered, either in whole or in part, by insurance or if the Net Insurance Proceeds shall be insufficient to pay the entire cost of the repair, restoration or replacement. Tenant’s liability under this Article XI shall survive any termination of this Lease pursuant to Section 11.1(d). (d) Notwithstanding the foregoing, if a Property is totally destroyed (as defined in Section 11.1(e)) during the last three (3) years of the Term and insurance proceeds are available (“SECTION 11.1(D) PROCEEDS”) to fully cover the cost of repairing, restoring and/or replacing such Property (or, to the extent such Section 11.1 (d) Proceeds are inadequate for such purposes, funds sufficient therefor are provided by Tenant), then, in such event, Tenant may elect to terminate this Lease as herein provided, effective forty-five (45) days after Tenant shall have delivered to Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent written notice of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within termination given no later than one hundred eighty (180) days after following the date destruction of such CasualtyProperty; provided, either that Tenant’s right to so terminate shall be conditioned upon Tenant’s compliance with all of the following conditions: (i) Tenant shall give Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 damage or destruction promptly, but not later than ninety (90) days after the date event, detailing the facts that qualify the casualty under this Section 11.1(d); (ii) No Event of such Casualty, in which event Default of Tenant shall exist or be continuing under any provision of this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall Lease; and (except iii) Prior to the extent effectiveness of any such termination, Tenant has continued shall pay, or cause to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice paid, to Landlord an amount equal to the cost, as reasonably estimated by an architect or engineer mutually acceptable to Landlord and Tenant, of any Casualty occurring inrestoring such Property to its condition existing immediately prior to such fire or other casualty, onwhich amount shall be due whether or not Landlord elects to demolish, reconstruct, or about the Leased Premises within 24 hours from the occurrence thereofmake any other changes, alterations, and/or improvements whatsoever in or to such Property. (be) If Landlord is required to repair the Leased Premises under the provisions For purposes of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination ifterm “totally destroyed” shall mean damage or destruction to a Property, within fifteen the cost of which to repair, restore and/or replace shall exceed seventy-five percent (1575%) days of the receipt then current full replacement cost of Landlord's notice of its election to terminatesuch Property, that Tenant agrees at its sole expense to make the repairs as reasonably determined by Landlord and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseTenant.

Casualty. Landlord will provide notice to Tenant of any casualty or other harm affecting the Property within forty-eight (a48) hours of the casualty or other harm. If any part of the Leased Premises Communication Facility or Property is destroyed or damaged by -------- fire, earthquake casualty or other casualty (collectivelyharm as to render the Premises unsuitable, a "Casualty") and Landlord does not elect to in Tenant’s sole determination, then Tenant may terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received Agreement by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving providing written notice of such election to Tenant within 90 days after the date of such CasualtyLandlord, in which event this Lease and the tenancy created hereunder shall terminate termination will be effective as of the date of such notice casualty or other harm. Upon such termination, Tenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent shall (except on a prorata basis. Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the extent Property, but only until such time as Tenant has continued is able to make use of all or any activate a replacement transmission facility at another location; notwithstanding the termination of the Leased Premises) Agreement, such temporary facilities will be abated governed by all of the terms and conditions of this Agreement, including Rent. If Landlord or Tenant undertakes to rebuild or restore the Premises and/or the Communication Facility, as of such date of such Casualty. Tenant applicable, Landlord agrees to give notice permit Tenant to Landlord place temporary transmission and reception facilities on the Property at no additional Rent until the reconstruction of any Casualty occurring in, on, or about the Leased Premises within 24 hours from and/or the occurrence thereof. (b) Communication Facility is completed. If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion determines not to rebuild or construct restore the BuildingProperty, Landlord shall have the right to terminate this Lease by giving written notice will notify Tenant of such termination to Tenant determination within 90 thirty (30) days after the date of such Casualty in which event this Lease casualty or other harm. If Landlord does not so notify Tenant, and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇▇ decides not to terminate under this Section, then Landlord will promptly rebuild or restore any portion of the date Property interfering with or required for Tenant’s Permitted Use of the Premises to substantially the same condition as existed before the casualty or other harm. ▇▇▇▇▇▇▇▇ agrees that the Rent shall be abated until the Property and/or the Premises are rebuilt or restored, unless Tenant elects to restore places temporary transmission and reception facilities on the Leased Premises at its expenseProperty.

Casualty. (a) If the Leased Premises or a substantial portion thereof is destroyed or damaged rendered untenantable by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to reasonably determines (based on the terms hereof and obtaining all necessary public approvals and solely to determination of an architect or engineer) that the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after Landlord is notified of the date of such Casualtycasualty, then either Landlord or Tenant may elect may, within thirty (30) days after such determination (which shall be provided to terminate Tenant), give the other notice of termination of this Lease by giving written notice of such election to Tenant within 90 without any further liability, and the Term shall expire thirty (30) days after the date of such Casualtynotice is given, in which event this Lease and the tenancy created hereunder shall terminate with rent being apportioned as of the date of such notice and Rent Lease termination If either Landlord or Tenant have not elected to terminate as herein provided, Landlord shall (except repair the Premises, but only to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. insurance proceeds actually received by Landlord, with Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient obligated to pay fully any deductible, except for the cost damage due to defective materials, construction, labor or design of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, in which case the repairs shall be at Landlord’s expense. If insurance proceeds paid to Landlord are not sufficient to complete the required repairs and Landlord elects not to complete same, Landlord shall notify Tenant and Tenant shall have the right to terminate this Lease by giving the Lease, without any further liability to Tenant. During any period Tenant is not able to occupy the Premises on account of any repair or restoration, Tenant will have no obligation to pay rent or other amounts due hereunder provided Tenant has maintained business interruption insurance as required hereunder. Tenant shall give Landlord prompt written notice of such termination any damage to Tenant within 90 days after the date of such Casualty in which event this Lease and Premises by fire or other casualty. Landlord’s obligations to restore are strictly limited to the tenancy created hereunder shall terminate as replacement of the date of such notice and Rent basic Building area. Landlord shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) not be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects obligated to restore the Leased Premises at its expenseany alterations, personal property, furniture, fixtures or equipment.

Casualty. If the Building is damaged by fire, tornado or other casualty, the Landlord will promptly assess the damage and notify all affected tenants of the time period necessary to complete repairs (the “Restoration Period”). If the Premises are damaged, and the damage will materially and adversely affect the Tenant’s ability to conduct business from the Premises during the Restoration Period and the Restoration Period is greater than two hundred forty (240) days, Tenant may terminate the Lease by giving notice to the Landlord. Any termination notice must be received by Landlord within fifteen (15) days after the Tenant’s receipt of Landlord’s notice specifying the Restoration Period, and will be effective on the date received by the Landlord. Landlord may also terminate the Lease by giving notice to the Tenant if (a) the Restoration Period is greater than 240 days, (b) the damage occurs within the last twenty-four (24) months of the Term, (c) the insurance proceeds available to Landlord are insufficient to pay for all necessary repairs, including situations where the mortgage holder on the Building does not make the insurance proceeds available to Landlord, or (d) the Landlord decides not to repair and restore the Building based on its current economic analysis. If the Leased Premises Lease is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein providedterminated, Landlord shallwill be entitled to receive all insurance proceeds payable under policies maintained by Landlord or Tenant with respect to alterations or improvements located in the Premises. If a casualty occurs but the Lease is not terminated, subject (a) Landlord will promptly and diligently repair and restore the Premises to substantially the terms hereof same condition as existed before the event occurred, and obtaining (b) during all necessary public approvals periods between the date of the casualty event and solely substantial completion of the repairs when the Tenant is unable to conduct business from the Premises, Base Rent shall be equitably abated. Landlord’s repair obligations under this section will be limited to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses)for the applicable casualty event, and provided such Casualty is will not due include an obligation to repair or replace any trade fixtures, furniture, equipment or other personal property lost or damaged, any improvements made to the negligence or wrongful acts Premises at Tenant’s expense (all of which will be replaced at Tenant, ’s expense and/or with insurance proceeds arising from coverage maintained by Tenant) or any improvements other than building-standard improvements. Tenant will not have any rights or receive any benefits under this section if an Event of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate Default exists as of the date of such notice and Rent shall (except to the extent damage occurs, or at any time thereafter, or if the Tenant has continued to make use of all or any an employee, agent or affiliate of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about caused the Leased Premises within 24 hours from the occurrence thereofdamage. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.

Casualty. (a) If the Leased Premises is destroyed or any part thereof are damaged by -------- fire, earthquake fire or other casualty (collectivelycasualty, a "Casualty") and Landlord does not elect Tenant shall give prompt notice thereof to terminate this Lease as herein providedLandlord. If the Premises or the Building are totally or partially damaged or destroyed by fire or other casualty, thereby rendering the Premises totally or partially inaccessible or unusable, Landlord shall, subject shall diligently restore and repair the Premises and the Building to substantially the terms hereof and obtaining all necessary public approvals and solely same condition they were in prior to such damage. Provided that such damage was not caused by the extent act or omission of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, Tenant or any of Tenant's Agents (subjectits employees, agents, licensees, invitees or subtenants, until the repair and restoration of the Premises is completed Rent shall be abated for that part of the Premises that Tenant is unable to use without substantial interference while repairs are being made, based on the ratio that the amount of unusable rentable area bears to the total rentable area of the Premises. Landlord shall bear the costs and expenses of repairing and restoring the Premises and the Building, provided, however, that Landlord shall not be obligated to subrogation rights as set forth in Paragraph 10(d))repair or restore, proceed in a reasonable manner or to rebuild pay for the repair or restoration of, any furnishings, equipment or personal property belonging to Tenant or any alterations, additions, or improvements (including carpeting, floor coverings, paneling, decorations, fixtures) made to the Premises or Building by Tenant or by Landlord at Tenant’s request or for Tenant’s benefit. It shall be Tenant’s sole responsibility to repair and restore all such items. Notwithstanding the Leased foregoing, if there is a destruction of the Building that exceeds twenty-five percent (25%) of the replacement value of the Building from any risk, whether or not the Premises are damaged or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenantdestroyed, or any of Tenant's Agents, be abated in if Landlord reasonably believes that the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, repairs and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage restoration cannot be repaired completed despite reasonable efforts within one hundred eighty ninety (18090) days after the date occurrence of such Casualtydamage, either or if Landlord reasonably believes that there will be less than two (2) years remaining in the Term upon the substantial completion of such repairs and restoration, or Tenant may elect if any mortgagee or lender fails or refuses to make sufficient insurance proceeds available for repairs and restoration, or if zoning or other applicable laws or regulations do not permit such repairs and restoration, Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of such election termination to Tenant within 90 one hundred twenty (120) days after the occurrence of such damage. If this Lease is terminated pursuant to the preceding sentence, all Rent payable hereunder shall be apportioned and paid to the date of termination. Notwithstanding anything to the contrary in this section, in the event Landlord elects or is required to repair and restore the Premises, and such repair has not commenced within ninety (90) days after the date of such Casualtycasualty, in which event this Lease and the tenancy created hereunder shall terminate as of or been substantially completed within two hundred seventy (270) following the date of such notice and Rent shall (except to the extent repair was commenced, Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this the Lease by giving providing written notice of to Landlord, such termination to Tenant within 90 be effective sixty (60) days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent from Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the aboveis received by Landlord, as to the event of (i) or (ii) above, if unless Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make substantially completes the repairs within such sixty (60) day period. All time periods provided in this Section for Landlord’s performance shall be subject to extension on account of delays in effectuating a satisfactory settlement with any insurance company involved and restoration work not covered by insurance and to continue its occupancy and tenancy under the Leaseevents beyond Landlord’s reasonable control. In the event the Rent shall only ▇▇▇▇▇ of any damage or destruction to the date Tenant elects Building or Premises, it shall be Tenant’s responsibility to restore secure the Leased Premises and, upon notice from Landlord, to remove forthwith, at its sole cost and expense, property belonging to Tenant or its licensees from such portion of the Premises as Landlord shall request.

Casualty. Tenant shall give Landlord written notice of any fire or other casualty occurring within the Premises on the next business day following such occurrence or Tenant's knowledge thereof, whichever is later. If the Premises or Project (provided such damage to the Project would constitute an interference with Tenant's quiet enjoyment of the Premises), or any portion of either, shall be damaged by fire or other casualty covered by the insurance carried by Landlord hereunder and the cost of repairing such damage shall not be greater than 10% of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) If the Leased Premises is destroyed or damaged by -------- fire, earthquake fire or other casualty not covered by insurance carried by Landlord hereunder, (collectivelyb) by fire or other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, a "Casualty"or (c) and to an extent greater than 10% of the then full replacement cost of any Building in which the Premises are located, then Landlord does not elect shall have the option (i) to repair or reconstruct the damaged Premises or Project to substantially the same condition as immediately prior to such fire or other casualty, or (ii) to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord so notifying Tenant within ninety (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (18090) days after the date of such Casualtyfire or other casualty, either Landlord or Tenant may elect such termination to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate be effective as of the date of such notice and fire or other casualty. The Rent required to be paid hereunder shall (except be abated in proportion to the extent Tenant has continued to make portion of the Premises, if any, which is rendered untenantable by fire or other casualty hereunder until repairs of the Premises are completed, or if the Premises are not repaired, until the Expiration Date hereunder. Other than such rental abatement, no damages, compensation or claims shall be payable by Landlord for loss of the use of all the whole or any part of the Leased Premises) , Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If the damage results from the fault or negligence of Tenant, its agents, employees, licensees or invitees, Tenant shall not be abated as of such date of such Casualty. Tenant agrees entitled to give notice to Landlord any abatement or reduction of any Casualty occurring inRent or other sums due hereunder, onand such damage shall be repaired by Tenant, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, at Landlord's obligation shall be limited to the option by Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense. If this Lease is terminated as provided in (c)(ii) above, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) Rent shall be insufficient apportioned and paid up to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and termination. Landlord shall not be required to repair or replace any furniture, furnishings, or other personal property that Tenant may be entitled to remove from the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all Premises or any property constructed and installed by or for Tenant pursuant to Section 6.01 hereof or any installations in excess of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseBuilding Standard.

Casualty. (a) If 22.1 In the Leased event the Premises is destroyed or are damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") cause and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided in Landlord’s reasonable estimation such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may damage can be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired materially restored within one hundred eighty (180) days after days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such Casualty, either Landlord or Tenant may elect damage. Such abatement of rent shall be made pro rata in accordance with the extent to terminate this Lease by giving written notice which the damage and the making of such election repairs shall interfere with the use and occupancy by Tenant of the Premises from time to Tenant within 90 time. Within forty-five (45) days after from the date of such Casualtydamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which event material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (180) days, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the tenancy created hereunder Tenant in the Premises shall terminate as of the date of such notice damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and Rent effect, and the rent hereunder shall (except be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the extent Tenant has continued to make use of all or any Premises shall be for the sole benefit of the Leased Premisesparty carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) be abated days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of such said period of time, whereupon the Lease shall end on the date of such Casualty. Tenant agrees notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to give notice the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to Landlord of any Casualty occurring inrepair, onreconstruct, or about restore the Leased Premises within 24 hours when the damages resulting from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under any casualty covered by the provisions of this Section 14Article 22 occur during the last twelve (12) months of the Term or any extension thereof, Landlord's obligation but if Landlord determines not to repair such damages Landlord shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by notify Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, if such damages shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of render any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair material portion of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord untenantable Tenant shall have the right to terminate this Lease by giving written notice of such termination to Tenant Landlord within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.fifteen

Casualty. (a) If In the event of total or partial destruction of the Leased Premises is destroyed or damaged by -------- fire, earthquake fire or other casualty casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above and any alterations approved by Landlord pursuant to Section 7.03 above, Exhibit B or Exhibit E, if any. Minimum Annual Rent and Annual Rental Adjustment (collectively, a "Casualty"“Rent”) and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to shall proportionately ▇▇▇▇▇ during the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore time that the Leased Premises or such part thereof as may are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot reasonably be repaired or rebuilt by Landlord within one hundred eighty (180) days from the casualty date; or (b) destroyed by a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or damaged are insufficient to as near its former conditions as circumstances will reasonably permit. During rebuild the period Leased Premises; then Landlord shall give written notice to Tenant of such rebuilding and restoration, Base Rent shall, provided determination (the “Casualty Notice”) within sixty (60) days of such Casualty is not due casualty. Either Landlord or Tenant may terminate this Lease effective as of the date of such casualty by giving written notice to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage party within thirty (30) days after Landlord’s delivery of the portion Casualty Notice. If Landlord does not deliver the Casualty Notice, but Landlord fails to either (a) substantially complete the restoration and repair of the Leased Premises rendered untenantable, within two hundred ten (210) days after the date of the occurrence of such casualty (subject to extension for Force Majeure and any delay caused by Tenant’s acts or omissions) or (b) commence the extent, restoration and so long as, however, repair of the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice the occurrence of such election to casualty, then Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving upon written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate Landlord, so long as of the date of such Tenant’s written notice and Rent shall (except is delivered to the extent Tenant has continued Landlord prior to make use of all or any Landlord’s delivery of the Leased Premises) be abated as Premises substantially completed to Tenant. Tenant waives any right under applicable laws inconsistent with the terms of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseparagraph.

Casualty. (a) If In the Leased Premises is event that Building should be totally destroyed or damaged by -------- fire, earthquake tornado or other casualty (collectivelycasualty, a "Casualty"or should be so damaged that rebuilding or repairs cannot be completed within nine months from issuance of building permit(s) and after the date of such damage, Landlord does not elect to or Tenant may, at its option, terminate this Lease as herein provided, Landlord shall, subject to in which event the terms hereof and obtaining all necessary public approvals and solely to rent shall be abated during the extent unexpired portion of net insurance proceeds actually received by Landlord (and free this Lease effective with the date of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenantdamage, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), Landlord may proceed in a reasonable manner to rebuild Building and restore Premises. In the Leased Premises event Building should be damaged by fire, tornado or other casualty, but only to such part thereof as may extent that rebuilding or repairs in Landlord's reasonable estimation can be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During completed within nine months of issuance of building permit(s) after the period date of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenantdamage, or any of Tenant's Agents, be abated in if the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty such time frame but neither Tenant nor Landlord elect to terminate this Lease, in either such event, Landlord shall, within ninety (18090) days after the date of such Casualtydamage commence to rebuild or repair Building and shall proceed with reasonable diligence to restore Building to substantially the same condition in which it was immediately prior to the happening of the casualty, either except that the Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures and other improvements which may have been placed by the Tenant within Building. In the event any mortgagee under a deed of trust, security agreement or mortgage on Building should require that the insurance proceeds be used to retire the mortgage debt (notwithstanding Landlord's reasonable efforts to obtain the right to use proceeds to rebuild) then Landlord shall have no obligation to rebuild and if Landlord so elects, this Lease shall terminate upon notice to Tenant. Unless otherwise provided in this Lease, any insurance which may be carried by the Landlord or the Tenant against loss or damage to the Building Complex shall be for the sole benefit of the party carrying such insurance and under its sole control. Furthermore, if the casualty occurs during the last twenty-four (24) months of the Lease Term and any damage cannot be repaired within 180 days or alternatively if upon completion of the repair there would be less one hundred and eighty (180) days remaining in the Lease Term then, Tenant may elect within ten (10) days of receipt of written notice from Landlord of Landlord's election to repair, terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofLandlord. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.

Casualty. (a) In the event that the improvements located upon the demised premises should be damaged or destroyed by fire or other casualty, Tenant shall give written notice thereof to Landlord within a reasonable time. If the Leased Premises improvements located upon the demised premises are substantially destroyed (50% or more) by fire, tornado or other casualty, or if said improvements are so damaged that it reasonably appears the rebuilding or repair of the same cannot be completed within one hundred twenty (120) days then this lease shall cease and come to an end at the option of either Landlord or Tenant. To exercise said option of termination, either Landlord or Tenant shall give written notice to the other party within twenty (20) days after said damage occurs. Upon notice of termination, this lease shall terminate and the rent for the unexpired term of this lease shall be abated effective as of the date the damage occurs. In the event that the option to terminate is destroyed not so exercised within the time specified therefore, this lease shall remain in full force and effect and Landlord shall proceed with due diligence to repair and restore said premises to substantially the same condition as prior to such damage or destruction. Until said premises are repaired and restored to such condition, rent shall ▇▇▇▇▇. In the event that the improvements located upon the leased premises should be damaged by -------- fire, earthquake tornado or other casualty but not to such extent as to be substantially destroyed (collectivelySot or more), a "Casualty"or to such extent that rebuilding or repairs can be completed within ninety (90) and Landlord does days after the date upon which said damage occurs this lease shall not elect to terminate this Lease as herein providedterminate. In such event, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), shall proceed in a with reasonable manner diligence to rebuild and restore repair said improvements to substantially the Leased Premises or such part thereof as may condition in which they existed prior to said damage. Until said premises are so repaired and restored the rent payable hereunder shall be destroyed or damaged abated. In the event that Landlord should fail to as near its former conditions as circumstances will reasonably permit. During the period of such complete said repairs and rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty ninety (18090) days after the date of such Casualtysaid damage, either Landlord or Tenant may elect to at its option terminate this Lease lease by giving delivering written notice of such election termination to Tenant within 90 days after the date of such Casualty, in which event this Lease Landlord whereupon all rights and the tenancy created obligations hereunder shall terminate as of the date of such notice cease and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofterminate. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.

Casualty. Seller assumes all risks for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause (a “Casualty”) until the Closing. Immediately after Seller has received notice of the occurrence of any Casualty between the date hereof and the Closing, Seller shall give Purchaser written notice thereof (a “Casualty Notice”), which Casualty Notice shall state the type, location and amount of damage to the Shopping Center or any Apartment Complex and Seller’s good faith estimate of the cost to complete repairs of such Casualty. (a) If prior to the Leased Premises is destroyed Closing such a Casualty shall occur and the cost to complete repairs of such Casualty shall be greater than or damaged equal $1,000,000 with respect to the Shopping Center or any one Apartment Complex, or greater than or equal to $2,500,000 in the aggregate with respect to the Shopping Center and all Apartment Complexes, as determined by -------- firePurchaser in its reasonable discretion, earthquake then in any such event, Purchaser may, at its sole option, (i) terminate this Agreement with respect to the Property which was the subject of such Casualty Notice, or other casualty (collectivelyii) terminate this Agreement in its entirety, by written notice to Seller (any such notice, a "Casualty"“Casualty Termination Notice”) within ten (10) Business Days after Purchaser has received the Casualty Notice (provided, however, if the Closing is scheduled for a date which is less than ten days after Purchaser’s receipt of the Casualty Notice the Closing shall be postponed until ten days after Purchaser’s receipt of the Casualty Notice), specifying whether the termination will be with respect to an individual Property or the Agreement in its entirety. In the event (A) the Casualty Termination Notice specifies a termination with respect to the Shopping Center or an individual Apartment Complex only, then this Agreement automatically shall be deemed to have been amended and Landlord does not elect (i) the Purchase Price shall be deemed to be reduced by the amount of the Purchase Price allocated to such Apartment Complex or Shopping Center, (ii) the E▇▇▇▇▇▇ Money and all interest earned thereon with respect to the E▇▇▇▇▇▇ Money allocated to such Apartment Complex or Shopping Center shall be returned to Purchaser, and (iii) the Apartment Complex or Shopping Center which is the subject of such Casualty Notice shall be eliminated from the Property being purchased hereunder, or (B) Purchaser elects to terminate this Lease as herein providedAgreement in its entirety, Landlord shallthis Agreement shall be null and void, subject the E▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further liability or obligations to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofspecifically provided in this Agreement). (b) If Landlord is required (i) Purchaser has the right, but elects not to repair the Leased Premises under the provisions terminate this Agreement as set forth in clause (a) of this Section 1410.1, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised cost to complete repairs of such Casualty shall be damaged less than $1,000,000 with respect to the Shopping Center or any one Apartment Complexes, or $2,500,000 in the aggregate with respect to the Shopping Center and all Apartment Complex, as determined by Purchaser in its reasonable discretion, then the Closing shall take place as provided herein, and at the Closing Purchaser shall receive a credit to be applied toward the Purchase Price in an amount equal to (A) the cost to complete the repairs of such Casualty(ies) as determined by Purchaser in its reasonable discretion, if the cost to complete repairs of such Casualty which is not covered by Landlord's insuranceshall be less than $1,000,000 with respect to the Shopping Center or any one Apartment Complexes, or $2,500,000 in the aggregate with respect to the Shopping Center and all Apartment Complex, or (iiiB) the Building is more than fifty percent threshold amounts enumerated above, individually or in the aggregate, as the case may require, if the cost of repairs for such Casualty(ies) shall exceed such thresholds, and there shall be assigned to Purchaser all of Seller’s rights, titles and interest in and to any insurance policies covering such Casualty (50%including rental interruption insurance) damaged by fire or other casualty (although and all proceeds to be paid thereunder in excess of the Leased Premises amount of the credit given to Purchaser, as may not be affected) that Landlord decides in Landlord's sole then uncollected. Seller shall credit against the Purchase Price, at Closing, an amount equal to the deductible under such policy applicable to such casualty. From and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date Closing Date or the Villa Tuscany Closing Date, as applicable, Seller agrees to execute, acknowledge and deliver each and every such further reasonable acts, agreement, assignments, notices of such Casualty assignments, reasonably requested by Purchaser or its insurance company in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or connection with any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.

Casualty. If the Premises or any part thereof are damaged by fire or other casualty, Tenant shall give prompt notice thereof to Landlord. If the Premises or the Building are totally or partially damaged or destroyed by fire or other casualty, thereby rendering the Premises totally or partially inaccessible or unusable, Landlord shall diligently restore and repair the Premises and the Building to substantially the same condition they were in prior to such damage. Provided that such damage was not caused by the act or omission of Tenant or any of its employees, agents, licensees, invitees or subtenants, until the repair and restoration of the Premises is completed Base Rent, Base Operating Expenses and Operating Expenses Excess shall be abated for that part of the Premises that Tenant is unable to use without substantial interference and is not occupied while repairs are being made, based on the ratio that the amount of unusable rentable area bears to the total rentable area of the Premises. Landlord shall bear the costs and expenses of repairing and restoring the Premises and the Building, provided, however, that Landlord shall not be obligated to spend more than the net proceeds of insurance proceeds made available for such repair and restoration nor shall Landlord be obligated to repair or restore, or to pay for the repair or restoration of, any furnishings, equipment or personal property belonging to Tenant or any alterations, additions, or improvements (including carpeting, floor coverings, paneling, decorations, fixtures) made to the Premises or Building by Tenant or by Landlord at Tenant's request or for Tenant's benefit. It shall be Tenant's sole responsibility to repair and restore all such items. Notwithstanding the foregoing, (a) If if there is a destruction of the Leased Building that exceeds twenty-five percent (25%) of the replacement value of the Building from any risk, whether or not the Premises is destroyed are damaged or damaged by -------- firedestroyed, earthquake or (b) if Landlord reasonably believes that the repairs and restoration cannot be completed despite reasonable efforts within ninety (90) days after the occurrence of such damage, or (c) if Landlord reasonably believes that there shall be less than two (2) years remaining in the Term (exclusive of any extension options) upon the substantial completion of such repairs and restoration, or ( d) if any mortgagee or lender fails or refuses to make sufficient insurance proceeds available for repairs and restoration, or ( e) if zoning or other casualty (collectivelyApplicable Law or regulations do not permit such repairs and restoration, a "Casualty") and Landlord does not elect shall have the right, at its sole option, to terminate this Lease as herein provided, Landlord shall, subject by giving written notice of termination to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired Tenant within one hundred eighty (180) days after the date occurrence of such Casualty, either Landlord or Tenant may elect to terminate damage. If this Lease by giving written notice of such election is terminated pursuant to Tenant within 90 days after the preceding sentence, all Rent payable hereunder shall be apportioned and paid to the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualtytermination. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein Notwithstanding anything to the contrary notwithstandingin this Section 19, if in the event that (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty for which Landlord is responsible for repairing pursuant to this Section 19 renders the entirety of the Premises unfit for occupancy by Tenant (although including damage which renders the Leased Premises may inaccessible), (ii) Tenant does not be affectedoccupy any portion of the Premises following the casualty event, (iii) that Landlord decides in Landlord's sole does not exercise its right to terminate the Lease pursuant to this Section 19, and absolute discretion not (iv) Landlord fails to rebuild or construct substantially complete the Buildingrepairs required of Landlord within two hundred seventy (270) days following the end of the casualty event, Landlord Tenant shall have the right to terminate this the Lease by giving providing written notice of to Landlord, such termination to Tenant within 90 be effective thirty (30) days after notice from Tenant is received by Landlord, unless Landlord substantially completes the date of repairs within such Casualty thirty (30) day period (in which event case Tenant's termination election shall be deemed rescinded and shall have no force or effect). All time periods provided in this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Section for Landlord's notice performance shall be subject to extension on account of its election to terminate, that Tenant agrees at its sole expense to make the repairs delays in effectuating a satisfactory settlement with any insurance company involved and restoration work not covered by insurance and to continue its occupancy and tenancy under the Leaseevents beyond Landlord's reasonable control. In the event the Rent shall only ▇▇▇▇▇ of any damage or destruction to the date Tenant elects Building or Premises, it shall be Tenant's responsibility to restore secure the Leased Premises and, upon notice from Landlord, to remove forthwith, at its sole cost and expense, property belonging to Tenant or its licensees from such portion of the Premises as Landlord shall request.

Casualty. (a) If the Leased Premises is or the Building are destroyed or damaged by -------- fire, earthquake or other casualty (collectivelyto the extent that they are untenantable in whole or in part, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, then Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net the available insurance proceeds actually received by Landlord plus (and free except in the case of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to flood or earthquake) the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d))deductible, proceed in a with reasonable manner diligence to rebuild and restore the Leased Premises and the Building or such part thereof as may be destroyed damaged as aforesaid, provided that within twenty (20) days after such destruction or damaged damage Landlord will notify Tenant of Landlord's intention to do so and the time period within which such work will be accomplished. If Landlord is to rebuild and/or repair the Premises and/or the Building as near provided in the preceding sentence, Tenant agrees to release such insurance proceeds received by Tenant from its former conditions insurance carrier with respect to insurance carried by Tenant on the Tenant's Work pursuant to Section 22.c. above. Landlord shall restore and/or repair the Premises and/or the Building (with improvements substantially comparable in quality to the improvements to the Premises existing prior to the casualty) as circumstances will reasonably permitrapidly as possible, subject to delays beyond Landlord's control. During the period of such rebuilding and restoration, Base restoration the Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, shall be abated in the same ratio as the square footage of the that portion of the Leased Premises rendered untenantable, untenantable by the damage bears to the extent, and so long as, however, whole of the Leased Premises remains untenantablePremises. If, however, If Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualtyfail to notify Tenant, either Landlord or Tenant may elect to terminate as required by this Section, this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenantshall, at Tenant's expenseoption, shall promptly perform all repairs and restoration not at the expiration of the time for the giving of the notice required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein above, terminate. If Tenant is deprived of elevator access to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) Premises as a result of a casualty, Rent shall be abated in the same ratio as that portion of the Premises which Tenant reasonably determines is not usable for Tenant's business purposes shall bear to the whole of the Premises during the duration of the period during which such access is unavailable. If the casualty giving rise to the damage is 73 <PAGE> uninsured, or substantial completion of the restoration of any damage to will take longer than three hundred sixty (360) days from the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair date of the Leased Premisesdamage or destruction, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord either party shall have the right to terminate this Lease by giving the other party written notice of such termination to Tenant thereof within 90 sixty (60) days after the date of such Casualty in which event this Lease and casualty causing the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Leasedamage. In the event that the Rent shall only ▇▇▇▇▇ Lease is terminated as provided in this paragraph, Tenant and Landlord agree that each party will make every effort to release the insurance proceeds to the date Tenant elects party entitled thereto under the Lease to restore the Leased Premises at other party as its expense.respective interest may appear from time to time. b.

Casualty. (a) If the Leased Premises is destroyed or damaged damage caused by -------- fire, earthquake a fire or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to renders the terms hereof and obtaining all necessary public approvals and solely to Building untenantable in the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts commercially reasonable opinion of Tenant, the Base Rent and any additional rent required by virtue of Section 4 above will abate for the period during whi▇▇ ▇▇e Building is untenantable, provided that Tenant has fully complied with the provisions of Section 15(b)(3) of this Agreement. If the damage caused by a fire or other casualty renders the Building partially untenantable in the reasonable opinion of Landlord, the Base Rent and any additional rent required by virtue of Section 4 above will partially abate for the period during whi▇▇ ▇▇e affected portion of the Building is untenantable in proportion to the diminished utility of the Building in the conduct of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shallbusiness, provided such Casualty is not due to Tenant has fully complied with the negligence or other wrongful acts provisions of TenantSection 15(b)(3) of this Agreement. For purposes of this Section 17, or any of Tenant's Agents, be abated in the same ratio as the square footage of the a portion of the Leased Building is untenantable when it is not reasonably usable for the conduct of Tenant s business. If Landlord restores a portion of the Building affected by the casualty damage to a tenantable condition and permits Tenant to resume possession of that restored portion while Landlord continues the restoration of other damaged portions of the Building, the parties will make a pro rata adjustment of the partial abatement of rent that occurs by virtue of the foregoing terms of this Section 17(a) to reflect Tenant's resumption of use of the restored portion. Landlord is entitled to receive all proceeds payable in respect of the time element insurance maintained in accordance with the terms of Section 15(a)(3) above. (b) if a fire or other casualty renders the Premises rendered untenantable, to the extentin whole or in part, and so long as, however, Landlord's estimated time for restoration of the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine (exclusive of leasehold improvements Tenant makes) exceeds the period that such destruction or damage cannot be repaired within will expire on the date that is one hundred eighty fifty (180150) days after the date Landlord receives actual knowledge of the occurrence of the fire or casualty, Tenant may terminate this Agreement by the delivery of written notice to Landlord within fifteen (15) days following the date on which Landlord notifies Tenant of the estimated time for the restoration. Landlord must provide that estimate within thirty (30) days following the date of the casualty. If a termination of this Agreement does not occur in accordance with the foregoing provisions of this Section 17(b), but Landlord fails to complete the restoration of the Premises, and such failure is not occasioned by any delay or hindrance by Tenant or its contractors, by the date that is thirty (30) days after the date of such Casualtythe expiration of the period within which Landlord estimated the restoration would be completed, either Landlord or Tenant may elect to terminate this Lease Agreement by giving the delivery of written notice to Landlord at any time following the expiration of such election that 30- day period, but prior to the date on which Landlord substantially completes the restoration of the Premises. If a fire or other casualty occurring during the final two (2) years of either the Initial Term or any Renewal Term renders the Premises untenantable, in whole or in part, and for Landlord's estimated time for the restoration of the Premises (exclusive of leasehold improvements Tenant makes) exceeds the period that will expire on the date that is forty-five (45) days after the date Landlord receives actual knowledge of the occurrence of the fire or casualty and Tenant has not previously exercised its option to renew the Term for the ensuing Renewal Term in accordance with the terms of Section 5, Landlord may terminate this Agreement by delivering written notice to Tenant at the time at which Landlord notifies Tenant of the estimated time for the restoration. If the casualty occurs on or before the last day on which Tenant may exercise its option to renew the Term, as provided in Section 5, Tenant may nullify Landlord's termination of this Agreement by exercising its option to renew the Term in accordance with the terms of Section 5 within 90 thirty (30) days after the date of such Casualtyits receipt of Landlords termination notice. For purposes of nullifying Landlord's termination of this Agreement, Tenant may exercise its option to renew the Term within the time specified above even if the expiration of that 30-day period occurs after the date that is six (6) months in which event this Lease and the tenancy created hereunder shall terminate as advance of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such workExpiration Date. (c) Anything contained herein If a termination of this Agreement occurs in accordance with the terms of this Section 17, Landlord is entitled to receive all proceeds payable in respect of the insurance maintained in accordance with the terms of Section 15(a)(1) above to the contrary notwithstanding, if (i) extent not previously disbursed to Landlord in connection with the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair restoration of the Leased Premises, , (iid) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by If fire or other casualty (although damages the Leased Premises may and a termination of this Agreement does not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Buildingoccur, Landlord shall have restore the right Premises (inclusive of leasehold improvements Tenant makes) to terminate this Lease by giving written notice of such termination substantially the condition that existed prior to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as occurrence of the date fire or other casualty and shall pursue the restoration with diligence and continuity. In so doing, Landlord shall comply Legal Requirements. In performing its restoration obligation, Landlord must restore the Improvements so that they comply with laws and regulations applicable at the time of such notice the restoration and Rent shall (except not just the laws and regulations that were applicable at the time of original construction of the Improvements. Tenants contractors may have access to the extent Tenant has continued Premises during the restoration for the purpose of concurrently repairing or replacing Tenant's leasehold improvements and trade fixtures that the fire or other casualty damaged and each party shall cause its contractors to make use of all or any cooperate with the other party's contractors in order to provide for the coordinated restoration of the Leased Premises) be abated as Premises and Tenant's leasehold improvements and to minimize the time required for that coordinated restoration. If the aggregate amount of those insurance proceeds exceed the aggregate amount of the date of such Casualty. Notwithstanding costs Landlord reasonably incurs in connection with the aboverestoration, as Landlord is entitled to retain the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseexcess.

Casualty. (a) If the Leased Premises is destroyed or damaged by -------- fire, earthquake Tenant shall promptly give Landlord written notice of any fire or other casualty (collectively, a "Casualty") occurring within the Premises. If the Premises or other parts of the Building or Project reasonably required for Tenant's use and Landlord does not elect to terminate this Lease as herein provided, Landlord shallquiet enjoyment of the Premises are damaged by fire or other casualty then, subject to the terms hereof and obtaining all necessary public approvals and solely to following provisions of this Article, Landlord shall promptly repair the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantabledamage. If, however, the damage (a) is not covered by insurance carried by Landlord hereunder, (b) is covered by insurance carried by Landlord hereunder, but Landlord's mortgagee requires that proceeds of such insurance be used to retire the mortgage debt, (c) is so extensive that the cost of repairs will be greater than 10% of the then full replacement cost of the Building, or (d) occurs during the last 12 months of the then effective Term of this Lease, then Landlord shall have the option to repair the damaged Premises and any other damaged parts of the Building or Project reasonably determine necessary to Tenant's use and quiet enjoyment of the Premises to substantially the same condition as immediately prior to such fire or other casualty. If Landlord does not so elect to repair the damaged Premises and such other damaged parts of the Building or Project reasonably necessary for Tenant's use and quiet enjoyment of the Premises to substantially the same condition as existed prior to such damage, then Landlord will so notify tenant by the date that such destruction or damage cannot be repaired within one hundred eighty is forty-five (18045) days after the date of such Casualtydamage, and thereafter either Landlord or Tenant may elect will have the option to terminate this Lease by giving written notice of such election to Tenant so notifying the other party within 90 sixty (60) days after the date of such Casualtydamage, in which event this Lease and the tenancy created hereunder shall terminate such termination to be effective as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations fire or other Tenant's Personal Propertycasualty causing the damage. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not The Rent required to be done by Landlord and paid hereunder shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein be abated in proportion to the contrary notwithstandingportion of the Premises, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premisesany, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged rendered untenantable by fire or other casualty hereunder until repairs specified in clause (although i) of the Leased Premises may not preceding sentence are completed. Other than such rental abatement, no damages, compensation or claims shall be affected) that payable by Landlord decides in Landlordfor loss of the use of the whole or any part of the Premises, Tenant's sole personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and absolute discretion not to rebuild or construct reconstruction. Notwithstanding the Buildingforegoing, Landlord shall not be required to repair or replace any furniture, furnishings, or other personal property that Tenant may be entitled to remove from the Premises or any alterations to the Premises constructed and installed by or for Tenant pursuant to Section 6.01 hereof. Notwithstanding the foregoing, if Tenant cannot operate in the Premises for more than one hundred eighty (180) days, Tenant will have the right to terminate this Lease by giving written so notifying Landlord. Within thirty (30) days after a casualty to the Premises or Building, Landlord must give Tenant notice of the estimate of time to repair or restore the Premises and Building to a condition existing prior to the casualty. This estimate is to be prepared by a third party architect or contractor, with a copy of such termination report given to Tenant within 90 such thirty (30) day period. If the estimate of time to repair or restore the Premises and Building to a condition existing prior to the casualty is over one hundred twenty (120) days after following the date of such Casualty in which event the casualty, Tenant will have the right to terminate this Lease by so notifying Landlord. Further, Tenant will have the right to terminate this Lease upon notification to Landlord if such repair and the tenancy created hereunder shall terminate as of restoration is not complete within one hundred twenty (120) days following the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensecasualty.

Casualty. (a) In the event of a fire or other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. If the Leased Premises is shall be destroyed or damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") and Landlord does not elect so as to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore render the Leased Premises untenantable in whole or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restorationin part, Base Rent shall, provided such Casualty is not due Rental shall ▇▇▇▇▇ equitably thereafter as to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable (based upon the square footage of the Net Rentable Area rendered untenantable, ) until the earlier to occur of 6.10. sixty (60) days after the extent, and so long as, however, date Tenant is permitted to commence repair of its leasehold improvements for the portion of the Leased Premises remains untenantableso damaged, or 6.11. Ifthe date the Leased Premises are made tenantable. Landlord agrees to commence and prosecute repair of the Building Standard Improvements promptly and with all due diligence, howeverand Tenant agrees to commence and prosecute repair of its leasehold improvements promptly and with all due diligence, subject in each case to delays for insurance adjustments and delays caused by matters beyond the applicable party's control, zoning laws and building codes then in effect, and to the termination rights set forth below. In the event any portion of the Complex is damaged by fire or other casualty, and if such damage is such that Landlord shall reasonably determine that such destruction or damage cannot reasonably be repaired expected to substantially complete its repair work within one hundred eighty (180) days after the date of such Casualtycasualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged reasonably estimated by a Casualty which is not covered responsible contractor selected by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, then Landlord shall have the right to terminate this Lease and all Rent owing under this Lease up to the time of such destruction or termination shall be paid by giving Tenant and thenceforth this Lease shall cease and come to an end. Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 6.5 within sixty (60) days after any such termination damage or destruction. In the event any portion of the Leased Premises is damaged by fire or other casualty, and if such damage is such that Landlord cannot reasonably be expected to Tenant substantially complete its repair work of the Building Standard Improvements within 90 the Leased Premises within one hundred eighty (180) days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except casualty to the extent necessary to allow Tenant has continued to make use commence repair of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the aboveits leasehold improvements, as reasonably estimated by a responsible contractor selected by Landlord, and Landlord has not terminated this Lease as herein provided, then Tenant shall have the right, within thirty (30) days after Landlord delivers the estimate to the event Tenant of (i) or (ii) abovetime to restore, if Landlord elects to terminate this Lease. Notwithstanding anything to the contrary contained in this Section 6.5, if at the time of any damage to the Complex, less than one (1) year remains in the Term, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease. Additionally, notwithstanding anything to the contrary contained in this Section 6.5, (a) Landlord shall be obligated to restore or rebuild (i) the damaged property only to the extent of the net insurance proceeds made available to Landlord for restoration or rebuilding by the holder of any mortgage or deed of trust or lessor under any ground lease, and (ii) only the portion of the Leased Premises that consists of Building Standard Improvements and only to the condition that existed immediately prior to the casualty, and nothing herein shall be construed to obligate Landlord under any circumstances to repair or restore any of Tenant's leasehold improvements in excess of Building Standard Improvements, and (b) if the Leased Premises, the Project, or the Complex, or any portion thereof, shall be damaged through the negligence or willful misconduct of Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice or any of its election to terminateagents, that Tenant agrees at its sole expense to make employees or invitees, the cost of any repairs and restoration work made by Landlord not covered by insurance proceeds received by Landlord shall be paid by Tenant and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensecontinue unabated.

Casualty. (a) If If, prior to the Leased Premises is Closing, the Improvements on any of the Properties are destroyed or damaged by -------- fire, earthquake or other casualty or any act or occurrence (collectively, a "“Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses”), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part Sellers shall notify Purchaser thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days promptly after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence Sellers become aware thereof. (b) If Landlord In the event that a Casualty is required of a nature that results in material destruction of or material damage to repair the Leased Premises under Improvements (with the materiality of any such destruction or damage to be determined by Sellers in their reasonable discretion and with Sellers notifying Purchaser of their determination with respect to such materiality as soon as reasonably practicable after such Casualty) (“Material Casualty”) at any of the Properties, then Purchaser shall have the right to exclude up to two (2) of such Properties (each a “Material Casualty Excluded Property” and collectively, the “Material Casualty Excluded Properties”) prior to the Closing Date by delivering a written notice (a “Notice of Material Casualty Exclusion”) to Sellers of Purchaser’s election to exclude a Material Casualty Excluded Property. In the event Purchaser timely delivers a Notice of Material Casualty Exclusion pursuant to the immediately preceding sentence, then the Purchase Price shall be adjusted to account for the exclusion of such Material Casualty Excluded Property or Material Casualty Excluded Properties by deducting the amount of the Purchase Price allocated to such Properties on Schedule I and neither party shall have any further rights or obligations hereunder with respect to such Material Casualty Excluded Property or Material Casualty Excluded Properties, except for the obligations expressly deemed, pursuant to the terms and provisions of this Section 14Agreement, Landlord's obligation shall be limited to survive the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such worktermination of this Agreement. (c) Anything contained herein In the event that Purchaser timely delivers a Notice of Material Casualty Exclusion for more than two (2) Material Casualty Excluded Properties, Sellers may, in Sellers’ sole discretion, either agree to such additional exclusions (in which event the Purchase Price shall be adjusted to account for the exclusion of such Material Casualty Excluded Property or Material Casualty Excluded Properties by deducting the amount of the Purchase Price allocated to such Properties on Schedule I and neither party shall have any further rights or obligations hereunder with respect to such Material Casualty Excluded Property or Material Casualty Excluded Properties, except for the obligations expressly deemed, pursuant to the contrary notwithstandingterms and provisions of this Agreement, if to survive the termination of this Agreement) or terminate this Agreement, and in the event of such termination (i) Sellers shall cause Escrowee to refund immediately the ▇▇▇▇▇▇▇ Money Deposit to Purchaser, (ii) Purchaser shall be entitled to reimbursement from Sellers for all Purchaser’s Costs and Expenses within two (2) business days after written request therefor by Purchaser, and (iii) neither party shall have any further obligations to the other party hereunder, except for the obligations which are expressly deemed to survive such termination pursuant to the terms hereof. (d) Should either (i) the proceeds of Landlord's insurance (recovered or recoverable) as Casualty be determined by Sellers not to be a result of any damage to the Leased Premises by any Material Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty in which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord case neither party shall have the a right to terminate this Lease by giving written notice Agreement on account of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all destruction or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (idamage) or (ii) the Casualty be determined by Sellers to be a Material Casualty but this Agreement has not been terminated as provided above, if Landlord elects then this Agreement shall continue in force and effect provided, however, that should the Casualty not have been repaired prior to terminate this Lease, Closing then any proceeds of insurance with respect to such Casualty actually received by Sellers shall be handled pursuant to the Tenant may prevent this termination if, within fifteen (15) days terms of the receipt applicable Lease. (e) Purchaser and Sellers hereby irrevocably waive the provision of Landlord's notice of its election to terminate, any statute that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In provides for a different outcome or treatment in the event the Rent Property shall only ▇▇▇▇▇ to be taken or damaged or destroyed by fire of other casualty, including, without limitation, the date Tenant elects to restore the Leased Premises at its expenseprovisions of Texas Property Code §5.007.

Casualty. (a) If the Leased Premises or the Building is damaged or destroyed or damaged by -------- fire, earthquake fire or other casualty covered by insurance, then (collectively, a "Casualty"unless this Lease is terminated as hereinafter provided) this Lease shall continue in full force and effect and Landlord does not elect shall proceed, after adjustment of such loss, to terminate this Lease as herein provided, Landlord shall, subject repair or restore the Premises to the terms hereof and obtaining all necessary public approvals and solely condition which Landlord furnished to Tenant upon the commencement of the Term. Landlord shall be under no obligation to restore any Alterations to the extent Premises made by Tenant unless the same is covered by Landlord's insurance, but nothing herein shall be construed to require Landlord to insure such property. In no event shall Landlord be obligated to expend an amount in excess of net the insurance proceeds actually received available to Landlord for such repair or restoration. In the event the Premises are repaired as provided herein, then Tenant shall repair and restore its furnishings, furniture, equipment and personal property to at least a condition equal to that prior to its damage. If the Premises or any part thereof shall be rendered untenantable by Landlord (and free any destruction or damage, then a pro rata portion of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to rent based upon the negligence or wrongful acts number of Tenant, or any square feet of Tenant's Agents (subject, however, to subrogation rights as set forth area in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises which are untenantable shall be abated until the Premises or such part thereof shall have been put in tenantable condition. Notwithstanding the foregoing, if any destruction or damage to the Premises, Building or Project (whether or not the Premises are affected) is so extensive that Landlord, in its reasonable discretion, elects not to repair or restore the Premises, Building or Project, or the proceeds of insurance are not sufficient or available to fully pay the cost of the repair or restoration, then Landlord may terminate this Lease effective as may be destroyed or damaged of the date of the damage by written notice to as near its former conditions as circumstances will reasonably permit. During Tenant given within thirty (30) days after the period date of such rebuilding and restoration, Base Rent casualty. Notwithstanding any provision to the contrary Landlord shall, provided such Casualty is not due within thirty (30) days after the date of any damage or destruction to the negligence Premises or other wrongful acts access thereto, advise Tenant in writing as to the reasonably estimated time within which the damage or destruction will be repaired or restored. If more than 40% of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises has been rendered untenantable, to the extent, untenantable and so long as, however, the Leased Premises remains untenantable. If, however, if Landlord shall reasonably determine estimates that such damage or destruction or damage cannot be repaired within one hundred eighty (180) days after from the date of such Casualtythe damage, either Landlord or then Tenant may elect to terminate this Lease may, by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of after the receipt of Landlord's notice of its election estimating a time for restoration, elect to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the terminate this Lease. In the event the Rent shall only ▇▇▇▇▇ The provisions of this Paragraph are subject to the date Tenant elects to restore the Leased Premises at its expenserights of Landlord's mortgagees, if any.

Casualty. (a) If In the Leased event the leased Premises or the said Building is destroyed or damaged injured by -------- fire, earthquake or other casualty (collectivelycasualty, a "Casualty") and Landlord does not elect to terminate this Lease as herein providedthen Lessor may, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d))at Lessor’s option, proceed in a with reasonable manner diligence to rebuild and restore the Leased said Premises or such part thereof as may be destroyed injured as aforesaid, provided that within sixty (60) days after such destruction or damaged injury Lessor will notify Lessee of Lessor’s intention to as near its former conditions as circumstances will reasonably permit. During do so, and during the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to restoration the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, rent shall be abated in the same ratio as the square footage of on the portion of the Leased Premises rendered untenantablethat is unfit for occupancy. During any period of abatement of rent due to casualty or destruction of the Premises, Lessor shall use its best efforts to locate comparable space for Lessee at the fair market rate not to exceed Lessee’s rental rate hereunder. Lessor shall not be liable for any consequential damages by reason of inability, after use of its best efforts, to locate alternative space comparable to the extentpremises leased hereunder. Notwithstanding the foregoing, if the Premises are damaged by any peril and so long asLessor does not terminate this Lease, however, then Lessee shall have the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect option to terminate this Lease if the Premises cannot be, or are not in fact, fully restored by giving written notice of such election Lessor to Tenant their prior condition within 90 ninety (90) calendar days after the date of such Casualty, in which event this Lease and the tenancy created hereunder damage. Lessor shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice if the damage to the Building does not affect the Premises or is (a) due to a risk required to be insured against under Section 22 of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease or (b) relatively minor (e.g., repair or restoration would cost less than ten percent (10%) of the replacement cost of the Building). Whenever Rent is to be abated under this Lease, all Rent and additional rent shall be equitably abated based upon the tenancy created hereunder shall extent to which Lessee’s use of the Premises is diminished. Notwithstanding anything to the contrary in the Master Lease (defined below), Lessor’s obligations to restore the Premises and rights to terminate this Lease or the Master Lease following a casualty shall, effective as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use execution of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent be as set forth in this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseSection 26.

Casualty. (a) If If, prior to the Leased Premises is Closing, the Improvements on any of the Properties are destroyed or damaged by -------- fire, earthquake or other casualty or any act or occurrence (“Casualty”), Sellers shall notify Purchaser thereof promptly after Sellers become aware thereof. (b) In the event that a Casualty is of a nature that results in material destruction of or material damage to the Improvements (with the materiality of any such destruction or damage to be determined by Sellers in their reasonable discretion and with Sellers notifying Purchaser of their determination with respect to such materiality as soon as reasonably practicable after such Casualty) (“Material Casualty”) at any of the Properties, then Purchaser shall have the right to exclude up to three (3) of such Properties (each a “Material Casualty Excluded Property” and collectively, the “Material Casualty Excluded Properties”) prior to the Closing Date by delivering a "Casualty"written notice (a “Notice of Material Casualty Exclusion”) to Sellers of Purchaser’s election to exclude a Material Casualty Excluded Property and Landlord any such Material Casualty Excluded Property shall not be counted towards the Excluded Properties described in Section 7.3 of this Agreement. In the event Purchaser timely delivers a Notice of Material Casualty Exclusion pursuant to the immediately preceding sentence, then the Purchase Price shall be adjusted to account for the exclusion of such Material Casualty Excluded Property or Material Casualty Excluded Properties by deducting the amount of the Purchase Price allocated to such Properties on Schedule I and neither party shall have any further rights or obligations hereunder with respect to such Material Casualty Excluded Property or Material Casualty Excluded Properties, except for the obligations expressly deemed, pursuant to the terms and provisions of this Agreement, to survive the termination of this Agreement. (c) In the event of a Material Casualty that does not result in a Material Casualty Excluded Property pursuant to Section 13.1(b) (as a result of either (i) Purchaser does not elect to terminate this Lease as herein provideddeliver a Notice of Material Casualty Exclusion for such Property, Landlord shall, subject or (ii) Purchaser has already delivered to the terms hereof and obtaining all necessary public approvals and solely to the extent Sellers a Notice of net insurance proceeds actually received by Landlord Material Casualty Exclusion for three (and free of all claims by Mortgagees and others and all expenses3) Material Casualty Excluded Properties), and provided such Casualty is not due then either party shall have the right, at any time prior to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, howeverClosing, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease Agreement by giving providing written notice of such election to Tenant within 90 days after the date of such Casualty, in which other party. In the event that Purchaser terminates this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except Agreement pursuant to the extent Tenant has continued immediately preceding sentence, the Termination Fee, including all interest earned thereon shall be retained by Sellers, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for the obligations which are expressly deemed to make use of survive such termination pursuant to the terms hereof. In the event that Sellers terminate this Agreement pursuant to this Section 13.1(c), the Termination Fee, including all interest earned thereon shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or any of liabilities hereunder except for the Leased Premises) be abated as of obligations which are expressly deemed to survive such date of such Casualty. Tenant agrees termination pursuant to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofterms hereof. (bd) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if Should either (i) the proceeds of Landlord's insurance (recovered or recoverable) as Casualty be determined by Sellers not to be a result of any damage to the Leased Premises by any Material Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty in which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord case neither party shall have the a right to terminate this Lease by giving written notice Agreement on account of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all destruction or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (idamage) or (ii) above, if Landlord elects the Casualty be determined by Sellers to be a Material Casualty but neither party shall have elected to terminate this LeaseAgreement as aforesaid, then this Agreement shall continue in force and effect provided, however, that should the Tenant may prevent this termination if, within fifteen Casualty not have been repaired prior to Closing then any proceeds of insurance with respect to such Casualty actually received by Sellers (15) days and not in excess of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent Purchase Price) shall only ▇▇▇▇▇ be handled pursuant to the date Tenant elects to restore terms of the Leased Premises at its expenseapplicable Lease.

Casualty. (a) If the Leased Premises is destroyed or the Building are damaged by -------- fire, earthquake fire or other casualty casualty, Landlord shall forthwith repair the same unless this Lease is terminated as permitted herein. Within thirty (collectively30) days from the date of such damage, a Landlord shall notify Tenant if the Building is damaged in excess of thirty-five percent (35%) of the Building's precasualty value, as reasonably determined by Landlord (damage in excess of such amount being referred to as "CasualtyMAJOR DAMAGE" and damage equal to or less than such amount being referred to as ") and MINOR DAMAGE"). If Major Damage occurs, Landlord does not may elect to terminate the Lease so long as Landlord terminates the tenancies of all other similarly affected tenants in the Building. If Minor Damage occurs, then Landlord shall repair such damage and rebuild that portion of the Building or the Premises damaged within a reasonable time not to exceed one hundred eighty (180) days after such casualty. In the event of Major Damage, if Landlord gives its written notice to Tenant electing to rebuild or in the event of Minor Damage, this Lease as herein provided, Landlord shall, subject to shall remain in full force and effect except the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may Rent shall be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During abated during the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the repair based on that portion of the Leased Premises rendered untenantablenot reasonably usable by Tenant. If in the event of Major Damage, Landlord elects by written notice to Tenant not to rebuild, then this Lease shall automatically terminate as of the effective date of such notice, the Rent shall be reduced by a proportionate amount based upon the extent to which said damage interfered with the business carried on by Tenant in the Premises, and the Tenant shall pay such reduced Rent up to the extent, and so long as, however, the Leased Premises remains untenantabledate of termination. If, however, Landlord agrees to refund to Tenant any Rent previously paid for any period of time subsequent to such date of termination. Landlord shall reasonably determine not be required to repair any damage by fire or other cause to the property of Tenant or any alterations, additions, fixtures or improvements installed on the Premises by or at the expense of Tenant. In the event that such damage or destruction or damage canis not be repaired within one hundred eighty (180) days after from the date of such Casualtyevent, either Landlord or Tenant then Tenant, at its option, by written notice to Landlord, may elect to terminate this Lease by giving written notice which shall be effective upon Landlord's receipt of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofnotice. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.

Casualty. (a) SECTION 5.1. If the Leased Premises Property is destroyed or damaged by -------- fire, earthquake fire or other casualty, Tenant shall give immediate notice thereof to Landlord, and Tenant, in Tenant’s sole discretion, shall repair, restore, and rebuild the Leased Property to a condition equivalent to that existing prior to such casualty. In the event of damage to or destruction of the whole or any part of the improvements comprising the Leased Property by fire or any other casualty (collectivelyduring the Term, a "Casualty") and either Landlord does not elect to or Tenant may terminate this Lease as herein provided, Landlord shall, subject upon giving written notice of such termination to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord other Party no later than thirty (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (18030) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that If neither Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the nor Tenant exercises its right to terminate this Lease by giving written notice of such termination pursuant to this Section, Tenant shall restore the Leased Property within 90 one hundred twenty (120) days after from the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Leasecasualty. In the event of a fire or any other casualty which does not result in a termination of this Lease as provided for herein, Tenant shall repair and replace its own furniture, furnishings, fixtures and equipment. SECTION 5.2. Unless this Lease terminates pursuant to Section 5 hereof, Tenant shall submit plans and specifications, names of proposed contractors, financial and other pertinent information about any contractors, certificates of insurance to be maintained by ▇▇▇▇▇▇'s contractors, hours of construction, proposed construction methods, and details about the Rent quality of the proposed work for review and approval by Landlord, not to be unreasonably withheld. All work to be performed by or for Tenant pursuant to the Lease will be performed diligently, in a first-class manner, and in compliance with all applicable Laws and the requirements of Section 4.5. Tenant shall only promptly provide to Landlord all notices related to such work. SECTION 5.3. If Landlord or Tenant terminates this Lease pursuant to Section 5 hereof or in the event of any other termination of the Lease prior to payment of any claim for damage, then Tenant shall pay to Landlord the amount of Tenant’s deductible and shall immediately thereafter irrevocably assign to Landlord any insurance payment to which Tenant may become entitled; provided, however, that Tenant shall not be obligated to assign any insurance payment or proceeds paid to Tenant on account of any loss suffered by Tenant for its movable furniture, furnishings, decorations, trade fixtures, equipment and other personal property of Tenant resulting from such fire, flood or other casualty. Tenant may not unilaterally negotiate, prosecute or adjust any such claims, without obtaining Landlord’s prior consent thereto. As for any claims that might remain open as of the termination date of this Lease, Tenant will continue to work with its insurer to bring the claim to resolution and upon ▇▇▇▇▇▇’s receipt of any insurance proceeds, ▇▇▇▇▇▇ will promptly forward the proceeds to the date Tenant elects to restore the Leased Premises at its expenseLandlord.

Casualty. (a) If In the event of total or partial destruction of the Building or the Leased Premises is destroyed or damaged by -------- fire, earthquake fire or other casualty (collectivelycasualty, a "Casualty") Landlord agrees promptly to restore and Landlord does not elect to terminate this Lease as herein repair same; provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation hereunder with respect to the Leased Premises shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by reconstruction of the Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not Improvements as were originally required to be done made by Landlord and shall promptly re-enter the Leased Premises pursuant to perform such work. (c) Anything contained herein SECTION 2.02 above, if any. Notwithstanding anything to the contrary notwithstandingcontained herein, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only proportionately ▇▇▇▇▇ to during the date Tenant elects to restore time that the Leased Premises at its expenseor part thereof are unusable because of any such damage. Notwithstanding the foregoing, if Landlord determines that the Leased Premises and/or access thereto are (a) so destroyed that Landlord (or Landlord's architect, if applicable) estimates that they cannot be repaired or rebuilt or within two hundred ten (210) days from the casualty date; or (b) destroyed by a casualty that is not covered in any amount by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or, excluding Landlord's deductible or self-insured retention amounts, are insufficient to rebuild the Building and the Leased Premises; then Landlord shall give written notice to Tenant of such determination (the "Casualty Notice") within sixty (60) days of such casualty. Either Landlord or Tenant may terminate this Lease with respect to matters thereafter accruing by giving written notice to the other party within thirty (30) days after Landlord's delivery of the Casualty Notice. Notwithstanding the aforesaid 60-day period, Landlord shall use reasonable efforts to notify Tenant of the estimated time that will INDUSTRIAL LEASE be required to repair or rebuild the Leased Premises within forty-five (45) days following the casualty event. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. Notwithstanding the provisions of this paragraph, if any such damage or destruction occurs within the final twelve (12) months of the term hereof, then either Landlord or Tenant, in their respective sole discretion, may, without regard to the aforesaid two hundred ten (210) day period, terminate this Lease by written notice to the other, such notice to be given within thirty (30) days following a casualty.

Casualty. (a) If the Leased Premises is are destroyed or damaged by -------- fire, earthquake fire or other casualty covered by a standard fire and extended coverage policy, then (collectively, a "Casualty") and Landlord does not elect to terminate unless this Lease is terminated by Landlord as herein hereinafter provided) Landlord shall proceed, Landlord shallafter adjustment of such loss, subject to repair or restore the Premises to the terms hereof and obtaining all necessary public approvals and solely condition which Landlord furnished to Tenant upon the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage commencement of the portion of the Leased Premises rendered untenantableTerm, to the extent, and so long as, however, the Leased Premises remains untenantable. Ifprovided, however, Landlord shall reasonably determine that such destruction be under no obligation to restore any leasehold improvements or damage cannot be repaired within one hundred eighty (180) days Alterations to the Premises made by Tenant after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after Commencement Date unless the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord same is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, but nothing herein shall be construed to require Landlord to insure such property. In no event shall Landlord be obligated to expend an amount in excess of the insurance proceeds available to Landlord for such repair or (iii) restoration. If Landlord repairs or restores the Building is more than fifty percent (50%) damaged by fire or other casualty (although Premises as provided herein, then Tenant shall repair and restore its leasehold improvements, furnishings, furniture and equipment to at least a condition equal to that prior to its damage. Notwithstanding anything to the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Buildingcontrary contained herein, Landlord shall have be responsible for restoration of the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after leasehold improvements presently existing in the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate Premises as of the date of this Lease if and only if the proceeds of insurance maintained by Tenant pursuant to subparagraph (b) of Section 18 are paid to Landlord. If the Premises or any part thereof shall be rendered untenantable by any destruction or damage, then a pro rata portion of the rent based upon the number of square feet of area in the Premises which are untenantable shall be abated until the Premises or such notice and Rent part thereof shall (except have been put in tenantable condition. If, however, any destruction or damage to the extent Tenant has continued Premises or Building (regardless of whether or not the Premises are affected) is so extensive that Landlord, in its sole discretion, elects not to make use repair or restore the Premises or Building, or the proceeds of all insurance are not sufficient or any available to fully pay the cost of the Leased Premises) be abated repair or restoration, then Landlord may terminate this Lease effective as of the date of such Casualtythe damage by written notice to Tenant. Notwithstanding the above, as The provisions of this Section are subject to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt rights of Landlord's notice of its election to terminatemortgagees, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseif any.

Casualty. (a) If the Leased Premises Building is destroyed or damaged by -------- firefire or any other casualty, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect Tenant will immediately give written notice thereof to terminate this Lease as herein providedLandlord. Within ten days after its receipt of such written notice from Tenant, Landlord shall, subject will give written notice to Tenant whether the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will area can reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) 210 days after the date on which all requisite permits and licenses for the repair thereof are obtained from the appropriate governmental authorities. If Landlord notifies Tenant that it does not believe that the damaged area can reasonably be repaired within such 210-day period, then both Landlord and Tenant will have the option of such Casualty, either Landlord or Tenant may elect to terminate terminating this Lease by giving written notice of such election thereof to Tenant the other at any time within 90 thirty days after the date of Tenant's receipt of the aforementioned notice from Landlord. If Landlord determines that the damaged area can reasonably be repaired within such Casualty, in which event 210-day period or if neither party elects to terminate this Lease and despite the tenancy created hereunder shall terminate fact that Landlord has determined that the damaged area cannot be reasonably repaired within such 210-day period, then Landlord will proceed with due diligence to repair the damaged area as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) expeditiously as reasonably practicable at its sole expense; provided, however, that Landlord will in no event be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage improvements previously made to the Leased Premises by any Casualty (exclusive or at the request of rent insurance) shall be insufficient Tenant pursuant to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) /section/12 hereof. If the Building is more than fifty percent (50%) damaged by rendered untenantable in whole or in part as a result of a fire or other casualty, then all Base Rent and other payments accruing after the occurrence of any such fire or other casualty (although and prior to the Leased Premises may completion of the repair of the Property will be equitably and proportionately abated to reflect the untenantable portion of the Property. Landlord will not be affected) that Landlord decides in Landlordliable to Tenant for any inconvenience or interruption to Tenant's sole and absolute discretion not business occasioned by such fire or other casualty or the concomitant repair of the damaged area. In addition to rebuild or construct any termination right granted to Tenant under the Buildingabove provisions, Landlord shall Tenant will also have the right to terminate this Lease if the Building is damaged by giving fire or any other casualty within the last twelve months of the Lease Term, such that at least 51% of the rentable square footage contained within the Building is rendered untenantable. Upon the occurrence of any event described in the immediately preceding sentence, Tenant may exercise its termination right by delivering written notice of such termination to Tenant Landlord within 90 thirty days after the date occurrence of any such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all fire or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseother casualty.

Casualty. 8.1 Should the Premises (aor any part thereof) If the Leased Premises is be damaged or destroyed or damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") insured under Landlord's standard fire and Landlord does not elect casualty insurance policy with approved standard extended coverage endorsement applicable to terminate this Lease as herein providedthe Premises, Landlord shall, except as otherwise provided herein, repair and/or rebuild the Premises to the same condition as existed on the Commencement Date with reasonable diligence, commencing the work within 90 days after such damage (subject to delays in the terms hereof adjustment of insurance). Landlord shall promptly and obtaining all necessary public approvals and solely diligently seek adjustment of insurance proceeds after any casualty. Landlord's obligation hereunder shall be limited to the extent of net insurance proceeds actually received Office Unit and improvements originally provided by Landlord (and free at the Commencement Date of all claims by Mortgagees and others and all expenses)the Term, the net proceeds of insurance recovered for the casualty damage, and provided such Casualty is not due shall be subject to zoning and building laws or ordinances then in existence. If there should be interference with the negligence or wrongful acts of Tenant, or any operation of Tenant's Agents (subject, however, to subrogation rights business in the Premises as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period result of such rebuilding damage or destruction which requires Tenant as a result of such damage or destruction to temporarily close its business, the Fixed Basic Rent and restoration, Base Additional Rent shall, provided such Casualty is not due shall ▇▇▇▇▇ in proportion to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion Premises that Tenant is unable to utilize as a result of the Leased casualty, for the period commencing with the damage and ending upon Landlord’s completion of its restoration work, or at such earlier date as Tenant is able to resume use the entire Premises. Unless this Lease is terminated by Landlord as hereinafter provided, Tenant shall, at its cost and expense, repair, restore, redecorate and re-fixture the Premises rendered untenantable, and restock the contents thereof in a manner and to at least a condition equal to that existing prior to such damage or destruction except for the extentOffice Unit and improvements to be reconstructed by Landlord as above set forth, and so long asthe proceeds of all insurance carried by Tenant on the property, howeverdecorations and improvements, as well as fixtures and contents in the Leased Premises remains untenantablePremises, shall be held in trust by Tenant for such purposes. If, however, Landlord shall reasonably determine that Tenant agrees to commence such destruction or damage cannot be repaired work within one hundred eighty ten (18010) days after the date of such Casualtydamage or destruction or the date Landlord substantially completes any reconstruction required to be completed by it pursuant to the above, either whichever date is later, and Tenant shall diligently pursue such work to its completion. 8.2 Notwithstanding anything to the contrary contained in the preceding Paragraph 8.1 or elsewhere in this Lease, Landlord or Tenant may elect to terminate this Lease by giving written on thirty (30) days’ notice of such election to Tenant Tenant, given within 90 ninety (90) days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord occurrence of any Casualty occurring in, on, damage or about the Leased Premises within 24 hours from the occurrence thereof. destruction if: (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i1) the proceeds of Landlord's insurance (recovered Premises are damaged or recoverable) destroyed as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty risk which is not covered by Landlord's insurance, (2) the Premises are damaged and the cost to repair the same shall be more than twenty-five percent (25%) of the cost of replacement thereof, (3) the Premises are damaged during the last two (2) years of the Term, (4) if the Office Unit is damaged (whether or not the Premises are damaged) to such an extent that, in the sole judgment of Landlord, the Office Unit cannot be operated as an integral unit, (5) if available insurance proceeds for the Office Unit are insufficient to repair or rebuild the damage, (6) if any mortgagee shall not permit the applicable of adequate insurance proceeds for repair or restoration, or (iii7) if the casualty results in damage to the Premises which Landlord reasonably estimates will take in excess of 12 months after the beginning of restoration to restore the Premises to the same condition as existed on the Commencement Date. Tenant may terminate this Lease, upon thirty (30) days prior written notice to Landlord given within ninety (90) days after the occurrence of any casualty event if: (i) the Building Premises are damaged or destroyed and Landlord’s estimate of time to complete repairs (given within sixty (60) days after such casualty) is more greater than fifty percent two hundred seventy (50%270) days, or (ii) the Premises or Office Unit is damaged by fire or other casualty within the last twelve (although 12) months of the Leased Premises may not be affected) Term. 8.3 Tenant agrees that Landlord decides in Landlord's obligation to restore, and the rental abatement provided in this Article, shall be Tenant's sole recourse against Landlord in the event of casualty damage to the Premises, and absolute discretion not to rebuild Tenant waives any other rights Tenant may have under any applicable law or construct the Building, Landlord shall have the right any other Article of this Lease to terminate this Lease or seek damages against Landlord by giving written notice reason of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except casualty damage to the extent Tenant has continued to make use of all Premises or any of the Leased Premises) be abated as of Office Unit. This Article represents the date of such Casualty. Notwithstanding entire agreement between the above, as parties respecting casualty damage to the event of (i) Premises or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseOffice Unit.

Casualty. (a) If the Leased Premises is are destroyed or damaged by -------- fire, earthquake fire or other casualty covered by a standard fire and extended coverage policy, then (collectively, a "Casualty") and Landlord does not elect to terminate unless this Lease is terminated by Landlord as herein hereinafter provided) Landlord shall proceed, Landlord shallafter adjustment of such loss, subject to repair or restore the Premises to the terms hereof and obtaining all necessary public approvals and solely condition immediately prior to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses)casualty, and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents repairs and restoration shall be completed within two hundred seventy (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180270) days after the date of the casualty. In no event shall Landlord be obligated to expend an amount in excess of the insurance proceeds available to Landlord for such Casualtyrepair or restoration. If Landlord repairs or restores the Premises as provided herein, either then Tenant shall repair and restore its furnishings, furniture and equipment to at least a condition equal to that prior to its damage, but only to the extent Tenant receives sufficient insurance proceeds for such repairs and restoration. If the Premises or any part thereof shall be rendered untenantable by any destruction or damage, then a pro rata portion of the rent based upon the number of square feet of area in the Premises which are untenantable shall be abated until the Premises or such part thereof shall have been put in tenantable condition. If, however, any destruction or damage to the Premises, Building or Project (regardless of whether or not the Premises are affected) is so extensive that Landlord, in its sole discretion, elects not to repair or restore the Premises, Building or Project, or the proceeds of insurance are not sufficient or available to fully pay the cost of repair or restoration, then Landlord or Tenant may elect to terminate this Lease effective as of the date of the damage by giving written notice of such election to Tenant within 90 ninety (90) days after the date of such Casualtythe casualty. The provisions of this Section are subject to the rights of Landlord’s mortgagees, if any. Notwithstanding anything in which event this Lease Section 21 to the contrary, if by reason of any casualty, the Premises are rendered untenantable in some material portion, and the tenancy created hereunder shall terminate as amount of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to time estimated by Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions damage using due diligence is in excess of this Section 14two hundred seventy (270) days, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by then Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant Landlord within 90 sixty (60) days after the date of such Casualty in which event casualty. Also, if during the last twelve months of the Term (as same may be extended) there should be a casualty loss to the Premises or the Building to the extent of fifty percent (50%) or more of the replacement value thereof or if the Premises are rendered untenantable for the conduct of Tenant’s business operations, Tenant may, at its option, terminate this Lease and the tenancy created hereunder shall terminate as by giving written notice of termination to Landlord within sixty (60) days after the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensecasualty.

Casualty. Section 14.1 Except to the extent that the damage is caused by Tenant or those for whom Tenant is responsible in law, if (a) If the Leased Premises is destroyed or (including any Building System) are damaged by -------- fire, earthquake fire or any other casualty (collectivelyincluding where Tenant is deprived of reasonable access to the Premises or any part of the Premises for a prolonged period of time, or the Premises or any part of the Premises, are unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises), Tenant shall give prompt notice to Landlord. Subject to the provisions of this Article 14, Landlord shall, at Landlord’s expense, repair the damage, excluding the damage to Tenant’s Work or Tenant’s Property, to the extent of the insurance proceeds received or which would have been received had Landlord maintained the insurance required by the terms of this Lease, in a "Casualty"manner which is in all material respects reasonably comparable to the status of the Premises prior to the occurrence of such damage; and (b) Tenant shall, at Tenant’s expense, promptly remove Tenant’s Property from the Premises to the extent reasonably required by Landlord in connection with Landlord’s repair of the damage. Until the date which is sixty (60) days following the date upon which repairs to be performed by Landlord are substantially completed such that Tenant can access and occupy the Premises, whether or not Tenant’s Work is complete, the Rent shall be reduced in proportion to the area of the Premises to which Tenant shall not have reasonable access or which is unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises. Section 14.2 Except to the extent that the damage is caused by Tenant or those for whom Tenant is responsible in law, if (a) the Premises or the Carling Campus are materially damaged by fire or any other casualty, Landlord and Tenant shall each have the right, by notice to the other within sixty (60) days following the date of the damage, to terminate this Lease. If this Lease is terminated pursuant to this Section, the Term shall expire on the 60th day after the notice is given (and any Rent paid by Tenant to Landlord for any period after that date shall be promptly refunded by Landlord to Tenant) and during such period, the Rent payable by Tenant shall ▇▇▇▇▇ in accordance with the provisions of Section 14.1 hereof. If Landlord does and Tenant do not elect to terminate this Lease as herein providedpursuant to this Section 14.2, Landlord shallshall proceed to repair or rebuild the Premises with due diligence and the provisions of Section 14.1 hereof shall apply. For purposes of this Section 14.2, subject the Premises shall be deemed to be “materially damaged” if the terms hereof and obtaining all necessary public approvals and solely to cost of repairing any such damage exceeds 25% of the extent replacement cost thereof or the damage impacts 25% or more of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the aggregate square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage in each case cannot be repaired or rebuilt with reasonable diligence within one hundred eighty six (1806) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as months of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as occurrence of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring indamage or destruction, on, in each case as reasonably determined by an independent and reputable architect or about the Leased Premises within 24 hours from the occurrence thereofengineer selected by Landlord. (b) If Landlord Section 14.3 For greater certainty, the parties confirm that in the event this Lease is required terminated due to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not under this Article 14, no Early Termination Fee is payable to rebuild or construct the BuildingTenant, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of Escrow Agent shall, in such circumstances, be instructed to release and remit the date of such notice and Rent shall (except Early Termination Fee funds to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.

Casualty. (a) If the Leased Premises Building is totally destroyed or damaged by -------- fire, earthquake fire or other -------- casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to or if the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed Building is so damaged that rebuilding or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage repairs cannot be repaired completed within one hundred eighty (180) days after the date of such Casualtydamage, either Landlord or Tenant may elect to at its option terminate this Lease, in which event the Rent shall be abated during the unexpired portion of this Lease by giving written notice effective from the date of such election damage. If the Building or the Premises are damaged by fire, tornado or other casualty covered by Tenant's insurance, but only to Tenant such extent that rebuilding or repairs can be completed within 90 one hundred eighty (180) days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, ondamage, or about if the Leased Premises within 24 hours from the occurrence thereof. (b) If damage should be more serious but neither Landlord is required nor Tenant elects to repair the Leased Premises under the provisions of terminate this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the BuildingLease, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 ninety (90) days after the date of such Casualty damage commence to rebuild or repair the Building and/or Premises and proceed with reasonable diligence to restore the Building and/or Premises to not less than substantially the same condition in which event this Lease it was immediately prior to the casualty, except Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, fixtures and other improvements which may have been placed by Tenant in the tenancy created hereunder Premises. There shall terminate be a fair diminution of Base Rent and Additional Rent during the time the Premises are unfit for occupancy until the Premises are substantially completed and restored by Landlord to substantially the same condition they were in as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the LeaseCommencement Date. In the event of restoration by Landlord, (i) Landlord shall advise Tenant in writing of its good faith estimate of the Rent time necessary to ensure the restoration; and (ii) all restoration by Landlord shall only ▇▇▇▇▇ be commenced and completed utilizing diligent efforts. Landlord shall use its best efforts to prepare the necessary plans and specifications and apply for the issuance of a building permit as soon as possible following destruction. If any mortgagee under a deed to secure debt, security agreement or mortgage requires the insurance proceeds be applied against the mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall terminate upon notice to Tenant; however, Landlord shall notify Tenant within thirty (30) days after any such mortgagee gives a notice to Landlord of such election to apply such proceeds against the mortgage debt, of the fact that such mortgagee has done so. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the date Tenant elects Building or to restore the Leased Premises at shall be for the sole benefit of the party carrying such insurance and under its expensesole control.

Casualty. (a) If If, prior to the Leased Premises Closing Date, the Redemption Property or any portion thereof is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although a “Damage Event”), MC Owner will promptly notify the Leased Premises may not be affectedROFO (RM) that Landlord decides in Landlord's sole and absolute discretion not Parties of such Damage Event. If there is a Material Damage Event with respect to rebuild or construct the BuildingReal Property, Landlord the ROFO (RM) Parties shall have the right option, to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, exercised within fifteen (15) days after receipt of notice of such Material Damage Event, to amend this Agreement to remove the Redemption Property and replace it with the Substituted Redemption Property and, if necessary, the Scheduled Closing Date shall be automatically extended to give the ROFO (RM) Parties the full fifteen (15) day period to make such election. If the ROFO (RM) Parties so elects to amend this Agreement, the Redemption Property Value shall be accordingly adjusted by the fair market value of the receipt Substituted Redemption Property, and the parties shall enter into an amendment to this Agreement confirming the substitution of Landlord's notice the Substituted Redemption Property as the Redemption Property and the applicable adjustment of its election the Redemption Property Value. “Material Damage Event” means a Damage Event with respect to terminatethe Redemption Property if: (i) the cost of restoration or repair exceeds the greater of (x) ten percent (10%) of the Redemption Property Value and (y) $500,000.00; (ii) the Damage Event, that Tenant agrees at its sole expense to make the repairs and restoration work including any abatements of rent for a Major Tenant, is not covered by MC Owner’s or such Tenant’s insurance (excluding any deductible paid for by MC Owner or such Tenant); (iii) ingress or egress to, the parking for, or the current use and operation of the Redemption Property are materially and adversely affected with no viable alternative available in lieu thereof; or (iv) the Damage Event causes any Major Tenant’s Lease to continue automatically terminate by its occupancy terms or any Major Tenant terminates its Lease in accordance with its terms because of such Damage Event or any Major Tenant has not waived in writing any right which it has, if any, to terminate its Lease because of such Damage Event unless such right is not likely to arise. In addition to the foregoing, in the event that there is a Damage Event or Damage Events with respect to the Redemption Property or any portions thereof, or the “Property” or any portion thereof under either of the Other PSAs, where the cost of restoration or repairs, in the aggregate, exceeds twenty percent (20%) of the total Redemption Property Value under this Agreement and tenancy purchase price under the LeaseOther PSAs (a “Total Damage Event”), the ROFO (RM) Parties shall have the option to be exercised within fifteen (15) days after receipt of notice of any such Damage Event, to terminate this Agreement in its entirety, and the Closing Date shall be automatically extended to give the ROFO (RM) Parties the full fifteen (15) day period to make such election. Upon such termination, MC Owner and the ROFO (RM) Parties will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations. In the event of a Damage Event which is not a Material Damage Event or a Total Damage Event, or if the Rent shall only ▇▇▇▇▇ ROFO (RM) Parties do not otherwise elect to remove an individual Property from the terms of this Agreement with respect to a Material Damage Event or to terminate this Agreement in the event of a Total Damage Event in accordance with the terms hereof, then (a) at Closing MC Owner will assign and turn over to the date Tenant ROFO (RM) Parties MC Owner’s insurance proceeds, including, without limitation, business interruption insurance, net of reasonable collection costs (or if such have not been awarded, all of its right, title and interest therein) payable with respect to the Damage Event (which right of the ROFO (RM) Parties shall survive Closing), (b) MC Owner will not be obligated to repair such damage or destruction, and (c) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Redemption Property Value (except for any adjustment thereto for any Substituted Redemption Property), except that the ROFO (RM) Parties will receive a credit against the Redemption Property Value for any insurance deductible amount. In the event MC Owner elects to restore perform any work in an effort to make the Leased Premises at Redemption Property safe and secure after the Damage Event and to protect the Redemption Property from further damage, MC Owner will be entitled to deduct its expensereasonable costs and expenses from any amount to which the ROFO (RM) Parties is entitled under this Section 11.1, which right shall survive the Closing. MC Owner shall not settle any claim with respect to any destruction, damage, fire or Damage Event concerning the Redemption Property or any part thereof or spend any award or proceeds for repairs or restoration without obtaining the ROFO (RM) Parties’ prior written consent in each case, which consent shall not be unreasonably withheld, conditioned or delayed.

Casualty. (a) If the Leased Premises Shopping Center is damaged or destroyed or damaged by -------- fire, earthquake fire or other casualty (collectively, a "“Casualty"”) and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject prior to the terms hereof and obtaining all necessary public approvals and solely to Closing for said Shopping Center, then promptly after Seller becomes aware of the extent of net insurance proceeds actually received by Landlord damage or destruction, Seller will send Purchaser written notice thereof (and free of all claims by Mortgagees and others and all expensesthe “Damage Notice”). If a Major Individual Casualty (as defined below) occurs, and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as then Purchaser may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During within the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty thirty (18030) days after the date of the Damage Notice (such Casualtyperiod, either Landlord or Tenant may the “Casualty Review Period”), with the Closing for the affected Shopping Center to be extended (but not beyond the Outside Closing Date), if necessary, to accommodate such Casualty Review Period, elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such CasualtyAgreement in writing, in which event this Lease and case Escrow Agent shall refund the tenancy created hereunder shall terminate as of the date of such notice and Rent shall Deposit (except for the Independent Consideration) to the extent Tenant has continued to make use of all or any of the Leased Premises) Purchaser, and both Purchaser and Seller will be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord relieved of any Casualty occurring infurther obligations hereunder, on, or about except for the Leased Premises within 24 hours from the occurrence thereofobligations hereunder which expressly survive termination of this Agreement. (b) If Landlord is required Purchaser does not terminate this Agreement within the 30-day period with respect to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is or if Purchaser does not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice Agreement because the Casualty is not a Major Individual Casualty), the Closing will proceed in accordance with the terms of such termination to Tenant within 90 days after this Agreement for the date full Purchase Price, notwithstanding the occurrence of such Casualty and Seller will pay or assign to Purchaser at the Closing, its right, title and interest in which event this Lease and to all insurance proceeds, if any, resulting from the tenancy created hereunder shall terminate as Casualty, and pay Purchaser the amount of the date of such notice applicable insurance deductible or self-insurance retention, less reasonable third-party out-of-pocket costs actually incurred by Seller to commence and Rent shall (except to prosecute the extent Tenant has continued to make use of all or any repair of the Leased PremisesCasualty. (c) As used herein, a “Major Individual Casualty” shall be abated any Casualty or series of Casualties with respect to a particular Shopping Center for which the aggregate cost of repair, as reasonably determined by Seller, is equal to or greater than fifteen percent (15%) of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensePurchase Price.

Casualty. (a) If the Leased Premises is destroyed or damaged by -------- fire, earthquake Tenant shall promptly give Landlord written notice of any fire or other casualty (collectively, a "Casualty") occurring within the Premises. If the Premises or other parts of the Building or Project reasonably required for Tenant's use and Landlord does not elect to terminate this Lease as herein provided, Landlord shallquiet enjoyment of the Premises are damaged by fire or other casualty then, subject to the terms hereof and obtaining all necessary public approvals and solely to following provisions of this Article, Landlord shall promptly repair the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantabledamage. If, however, the damage (a) is not covered by insurance carried by Landlord hereunder, (b) is covered by insurance carried by Landlord hereunder, but Landlord's mortgagee requires that proceeds of such insurance be used to retire the mortgage debt, (c) is to such an extent that the cost of repairs will be greater than 10% of the then full replacement cost of the Building, or (d) occurs during the last 12 months of the then effective Term of this Lease, then Landlord shall have the option (i) to repair the damaged Premises and any other damaged parts of the Building or Project reasonably determine necessary to Tenant's use and quiet enjoyment of the Premises to substantially the same condition as immediately prior to such fire or other casualty, or (ii) to terminate this Lease by so notifying Tenant within sixty (60) days after the date of such damage, such termination to be effective as of the date of the fire or other casualty causing the damage. Notwithstanding the foregoing, if the Premises are so destroyed that such destruction they cannot or damage canwill not be repaired or rebuilt within one hundred eighty (180) days after of the date of such Casualtycasualty date, either Landlord or Tenant may elect shall have the option to terminate this Lease by giving written notice so notifying Landlord within thirty (30) days after Tenant's discovery of such election untentability, such termination to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate be effective as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations fire or other Tenant's Personal Propertycasualty causing the damage. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not The Rent required to be done by Landlord and paid hereunder shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein be abated in proportion to the contrary notwithstandingportion of the Premises, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premisesany, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged rendered untenantable by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after hereunder from the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date occurrence of such notice and Rent shall (except to damage or casualty until the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of repairs specified in clause (i) of the preceding sentence are completed. Other than such rental abatement, no damages, compensation or (ii) aboveclaims shall be payable by Landlord for loss of the use of the whole or any part of the Premises, if Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. Landlord elects shall not be required to terminate this Leaserepair or replace any furniture, the furnishings, or other personal property that Tenant may prevent this termination if, within fifteen (15) days of be entitled to remove from the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ Premises or any alterations to the date Premises constructed and installed by or for Tenant elects pursuant to restore the Leased Premises at its expenseSection 6.01 hereof or any installations in excess of Building Standard.

Casualty. 22.1 In the event the Premises or the Building (aincluding the Parking Facility) If the Leased Premises is destroyed or are damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") cause and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided in Landlord’s reasonable estimation such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may damage can be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired materially restored within one hundred eighty (180) days after following the commencement of restoration, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such Casualty, either Landlord or Tenant may elect damage. Such abatement of rent shall be made pro rata in accordance with the extent to terminate this Lease by giving written notice which the damage and the making of such election repairs shall interfere with the use and occupancy by Tenant of the Premises from time to Tenant within 90 time. Within forty-five (45) days after from the date of such Casualtydamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which event material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (180) days following commencement of restoration, Landlord and Tenant shall each have the option of giving the other, at any time within thirty (30) days after Landlord’s notice of estimated restoration time, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the tenancy created hereunder Tenant in the Premises shall terminate as of the date of such notice damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and Rent effect, and the rent hereunder shall (except be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the extent Tenant has continued to make use of all Building or any Premises shall be for the sole benefit of the Leased Premisesparty carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) be abated days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of such said period of time, whereupon this Lease shall end on the date of such Casualty. Tenant agrees notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to give notice the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to Landlord of any Casualty occurring inrepair, onreconstruct, or about restore the Leased Premises within 24 hours when the damages resulting from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under any casualty covered by the provisions of this Section 14Article 22 occur during the last twelve (12) months of the Term or any extension thereof, or for which sufficient insurance proceeds to fully cover the repair and restoration are not received by Landlord's obligation , but if Landlord determines not to repair such damages Landlord shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by notify Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, if such damages shall promptly perform all repairs and restoration not required render any material portion of the Premises untenantable Tenant shall have the right to be done terminate this Lease by notice to Landlord and shall promptly re-enter the Leased Premises to perform such work. within fifteen (c15) Anything contained herein to the contrary notwithstanding, if (i) the proceeds days after receipt of Landlord's insurance ’s notice; and (recovered or recoverableb) as a result in the event the holder of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged indebtedness secured by a Casualty which is not covered by Landlord's insurancemortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, then Landlord shall have the right to terminate this Lease by giving delivering written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the receipt Term. 22.6 In the event of Landlord's any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and upon notice of its election from Landlord to terminateremove forthwith, that Tenant agrees at its sole expense cost and expense, such portion of all of the property belonging to make Tenant or its licensees from such portion or all of the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent Building or Premises as Landlord shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenserequest.

Casualty. (a) If the Leased Premises or a substantial portion thereof is destroyed or damaged rendered untenantable by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty ninety (18090) days after the date of such CasualtyLandlord has received insurance proceeds, then either Landlord or Tenant may elect to terminate this Lease by giving written may, within thirty (30) days after such determination, give the other notice of such election to Tenant within 90 termination of this Lease, and the Term shall expire thirty (30) days after the date of such Casualtynotice is given, in which event this Lease and the tenancy created hereunder shall terminate with rent being apportioned as of the date of such Lease termination. If any lender with respect to a loan secured in whole or part by the Premises requires that insurance proceeds be applied to reduce the mortgage indebtedness upon the occurrence of a fire or other casualty, Landlord may terminate this Lease upon sixty (60) days’ prior written notice and Rent to Tenant. If either Landlord or Tenant has not elected to terminate as herein provided, Landlord shall (except repair the Premises but only to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualtyinsurance proceeds actually received by Landlord. Tenant agrees to give notice If insurance proceeds paid to Landlord of any Casualty occurring inare not sufficient to complete the required repairs and Landlord elects not to complete same, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by notify Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord Tenant shall have the right to terminate this Lease by giving the Lease. During any period it is not possible to occupy the Premises or a portion thereof on account of any repair or restoration, Tenant will have no obligation to pay rent or other amounts due hereunder allocable to the portion of the Premises which cannot be occupied, provided Landlord is paid such rent or other amounts through business interruption insurance maintained hereunder. Tenant shall give Landlord prompt written notice of such termination any damage to Tenant within 90 days after the date of such Casualty in which event this Lease and Premises by fire or other casualty. Landlord’s obligations to restore are strictly limited to the tenancy created hereunder shall terminate as replacement of the date of such notice and Rent basic Building area. Landlord shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) not be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects obligated to restore the Leased Premises at its expenseany Alterations, personal property, furniture, fixtures or equipment.

Casualty. (a) In the event of a fire or other casualty in the Leased Premises, Tenant shall promptly give notice thereof to Landlord. If the Leased Premises is shall be destroyed or damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") and Landlord does not elect so as to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore render the Leased Premises untenantable in whole or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restorationin part, Base Rent shall, provided such Casualty is not due Rental shall ▇▇▇▇▇ equitably thereafter as to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable (based upon the square footage of the Net Rentable Area rendered untenantable, ) until the earlier to occur of (i) sixty (60) days after the extent, and so long as, however, date Tenant is permitted to commence repair of its leasehold improvements for the portion of the Leased Premises remains untenantableso damaged, or (ii) the date the Leased Premises are made tenantable. IfLandlord agrees to commence and prosecute repair of the Building Standard Improvements promptly and with all due diligence, howeverand Tenant agrees to commence and prosecute repair of its leasehold improvements promptly and with all due diligence, subject in each case to delays for insurance adjustments and delays caused by matters beyond the applicable party's control, zoning laws and building codes then in effect, and to the termination rights set forth below. In the event any portion of the Project is damaged by fire or other casualty, and if such damage is such that Landlord shall reasonably determine that such destruction or damage cannot reasonably be repaired expected to substantially complete its repair work within one two hundred eighty seventy (180270) days after the date of such Casualtycasualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged reasonably estimated by a Casualty which is not covered responsible contractor selected by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, then Landlord shall have the right to terminate this Lease and all Rent owing under this Lease up to the time of such destruction or termination shall be paid by giving Tenant and thenceforth this Lease shall cease and come to an end. Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 6.5 within sixty (60) days after any such termination damage or destruction. In the event any portion of the Leased Premises is damaged by fire or other casualty, and if such damage is such that Landlord cannot reasonably be expected to Tenant substantially complete its repair work of the Building Standard Improvements within 90 the Leased Premises within two hundred seventy (270) days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except casualty to the extent necessary to allow Tenant has continued to make use commence repair of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the aboveits leasehold improvements, as reasonably estimated by a responsible contractor selected by Landlord, and Landlord has not terminated this Lease as herein provided, then Tenant shall have the right, within thirty (30) days after Landlord delivers the estimate to the event Tenant of (i) or (ii) abovetime to restore, if Landlord elects to terminate this Lease. Notwithstanding anything to the contrary contained in this Section 6.5, if at the time of any substantial damage to the Project, less than one (1) year remains in the Term, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease. Additionally, notwithstanding anything to the contrary contained in this Section 6.5, (a) Landlord shall be obligated to restore or rebuild (i) the damaged property only to the extent of the net insurance proceeds made available to Landlord for restoration or rebuilding by the holder of any mortgage or deed of trust or lessor under any ground lease; provided, however, if such proceeds are insufficient for the restoration Landlord is obligated to make pursuant to this Section 6.5 and Landlord elects (in its sole discretion) not to restore the damaged property in accordance with the requirements of clause (ii) below and such election not to make such restoration results in the Leased Premises being untenantable, Landlord shall furnish notice thereof to Tenant and Tenant shall have the right to terminate this Lease within thirty (30) days after receipt of such notice from Landlord (failing which, Tenant shall have waived its right to so terminate this Lease pursuant to clause (i)), and (ii) only the portion of the Leased Premises that consists of Building Standard Improvements and only to the condition that existed immediately prior to the casualty, and nothing herein shall be construed to obligate Landlord under any circumstances to repair or restore any of Tenant's leasehold improvements in excess of Building Standard Improvements, and (b) if the Leased Premises, the Project, or any portion thereof shall be damaged through the negligence or willful misconduct of Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice or any of its election to terminateagents, that Tenant agrees at its sole expense to make employees or invitees, the cost of any repairs and restoration work made by Landlord not covered by insurance proceeds received by Landlord shall be paid by Tenant and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensecontinue unabated.

Casualty. (a) If the Leased Premises is leased premises or any part thereof shall be damaged or destroyed by fire or damaged by -------- fireany other cause, earthquake Tenant shall immediately notify Lessor and the Mortgagee of such destruction or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shalldamage and, subject to the terms hereof and obtaining all necessary public approvals and solely to further provisions of this SECTION 12, Tenant shall repair the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild damage and restore the Leased Premises or such part thereof as may be destroyed or damaged leased premises to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in less than the same ratio quality and condition as existed immediately before the square footage casualty. Tenant expressly waives the provisions of any present or future law relating to such damage or destruction and agrees that the portion provisions of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice shall control the rights of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease Lessor and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofTenant. (b) If Landlord is required Subject to repair the Leased Premises under the further provisions of this Section 14SECTION 12, Landlord's obligation there shall be limited no abatement of rent pending repairs or rebuilding occasioned by any casualty, except to the Landlord's Work, excluding, in extent to which Lessor shall have received a net sum as proceeds of any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required rent insurance with respect to be done by Landlord and shall promptly re-enter the Leased Premises to perform such workcasualty. (c) Anything contained herein If and to the contrary notwithstandingextent any Mortgagee makes the proceeds of any casualty insurance policy available to Lessor, if and provided no default hereunder shall exist at the time, Lessor shall make such proceeds available to Tenant for any restoration work required by this SECTION 12. If no Mortgage shall then be in effect, Lessor shall make any such proceeds available to Tenant in accordance with standard construction lending practice. (d) If and to the extent any Mortgagee does not make any casualty insurance proceeds available for restoration (the amount not being made available being referred to herein as the "Deficiency"), Lessor shall have the right, but not the obligation, to provide to Tenant funds in the amount of the Deficiency, whether by refinancing or otherwise. Lessor shall notify Tenant, within thirty (30) days of receipt of notice that the Mortgagee is not making all such proceeds available for restoration, of whether Lessor intends to provide the Deficiency. (e) If (i) Lessor notifies Tenant that Lessor does not intend to provide funds in the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair amount of the Leased PremisesDeficiency, or (ii) the Leased Premised entire leased premises or any substantial portion of the leased premises which is sufficient to render the remaining portion thereof unsuitable for Tenant's continued use or occupancy in Tenant's reasonable judgment shall be damaged or destroyed by a Casualty which is not covered by Landlord's insuranceany casualty, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord then Tenant shall have the right to terminate this Lease by giving written notice given to Lessor within ninety days of learning of Lessor's intent with respect to the Deficiency or the occurrence of the casualty, whichever is later. Such notice shall be signed by an authorized employee of Tenant, and shall: (A) specify such termination to Tenant within 90 date, which shall be the first day of any month occurring not less than 30 days after the date delivery of such Casualty in which event notice; and (B) contain a certification by Tenant, signed by an authorized employee, to the effect that the leased premises have suffered such a casualty. In such event, this Lease and the tenancy created all obligations hereunder shall terminate as of the date of on such notice and Rent shall (except to the extent termination date, but only upon payment by Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of rent and other sums due and payable by it under this Lease to and including such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensedate.

Casualty. 10.1.1 Tenant shall promptly notify Landlord in writing (aa “Damage Notice”) If the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty event, damage or condition of the Premises to which this Section 10.1 is or may be applicable (although the Leased Premises may not be affected) that Landlord decides in a “Casualty”). Following receipt of a Damage Notice (or Landlord's sole and absolute discretion not to rebuild or construct the Building’s discovery of any damage caused by a Casualty (“Casualty Damage”)), Landlord shall have the right to elect, in Landlord’s sole and absolute discretion, to either (a) terminate this Lease by giving delivery of written notice of such termination thereof to Tenant within 90 ninety (90) days after following Landlord’s discovery of such Casualty or (b) to continue this Lease in effect; provided that Landlord shall have no right to so terminate this Lease unless: (i) such damage renders fifty percent (50%) or more of the Premises unusable, (ii) the Estimated Restoration period (defined below) exceeds one hundred eight (180) days, (iii) the cost of the Restoration (defined below) is not fully covered by insurance proceeds available to Landlord (with the exception of any deductible that is the responsibility of Landlord pursuant to the terms of its insurance policy) or (iv) the Holder of any Security Document requires any insurance proceeds with respect to such Casualty to be applied to the outstanding balance of the obligation secured by such Security Document. If Tenant notifies Landlord that it is prevented from using the Premises for the Permitted Use as a result of any Casualty Damage, then Landlord shall within twenty (20) days thereafter provide written notice (the “Restoration Notice”) to Tenant setting forth the period of time (the “Estimated Restoration Period”) that Landlord reasonably believes shall be required to complete the Restoration (defined below) with respect to the Premises to the extent necessary to allow Tenant’s use of the Premises for the Permitted Use (the “Premises Restoration”). If the Estimated Restoration Period is more than ninety (90) days following the date of such Casualty in which event this Lease and Tenant’s notice, Tenant shall have the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects right to terminate this Lease, but only on the condition that Tenant may prevent this delivers written notice of termination ifto Landlord on or before the day that is ten (10) business days after Landlord’s delivery of the Restoration Notice. In addition, within fifteen if Landlord shall fail to complete the Premises Restoration, on or before the date that is sixty (1560) days after the last day of the receipt of Landlord's Estimated Restoration Period, Tenant shall have the right to terminate this Lease, but only on the condition that Tenant delivers written notice of termination to Landlord on or before the day that is ten (10) business days after the date that is sixty (60) days after the last day of the Estimated Restoration Period. 10.1.2 Unless this Lease is terminated in accordance with Section 10.1.1, above, Landlord shall begin to repair the Casualty Damage to the Building, the Datacenter and the Premises promptly after its election discovery of any Casualty Damage (subject to terminatereasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Section 10.1) and shall proceed with reasonable diligence to restore (the “Restoration”) the Building, the Datacenter and the Premises to substantially the same condition as it existed before such Casualty, except for modifications required by applicable Laws and modifications that are deemed desirable by Landlord and that are consistent with Institutional Owner Practices; provided, however, that Landlord shall not be required to repair or replace any of any Tenant’s Personal Property or any Alterations made by Tenant agrees at its sole expense (all of which shall be promptly repaired, restored and/or replaced by Tenant). Landlord shall have no liability for any inconvenience or annoyance to make Tenant or injury to Tenant’s business as a result of any Casualty, or the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under Restoration, regardless of the Leasecause therefor. In the event the Base Rent shall only ▇a▇▇▇▇ if and to the extent Tenant ceases to use a material portion of the Datacenter Space that was damaged by a Casualty and rendered unfit for use for the Permitted Use as a result thereof, for the period of time commencing on the date Tenant elects stops using such damaged portion of the Datacenter Space and continuing until the Premises Restoration is substantially complete (as reasonably determined by Landlord’s architect). 10.1.3 Landlord and Tenant agree that the provisions of this Section 10.1 and the remaining provisions of this Lease shall exclusively govern the rights and obligations of the parties with respect to restore the Leased Premises at its expenseany Casualty, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect.

Casualty. (a) If 22.1 In the Leased event the Premises is destroyed or the Building are damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") cause and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided in Landlord’s reasonable estimation such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may damage can be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired materially restored within one hundred eighty (180) days after days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such Casualty, either Landlord or Tenant may elect damage. Such abatement of rent shall be made pro rata in accordance with the extent to terminate this Lease by giving written notice which the damage and the making of such election repairs shall interfere with the use and occupancy by Tenant of the Premises from time to Tenant within 90 time. Within forty-five (45) days after from the date of such Casualtydamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which event material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (180) days, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the tenancy created hereunder Tenant in the Premises shall terminate as of the date of such notice damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and Rent effect, and the rent hereunder shall (except be proportionately abated as provided in Section 22.1. If Landlord has the right to terminate this Lease pursuant to this Article 22, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the 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 not covered by insurance proceeds, Landlord’s plans to repair and restore common areas serving the Premises, Landlord’s plans for 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. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the extent Tenant has continued to make use of all Building or any Premises shall be for the sole benefit of the Leased Premisesparty carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) be abated days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of such said period of time, whereupon this Lease shall end on the date of such Casualty. Tenant agrees notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to give notice the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to Landlord of any Casualty occurring inrepair, onreconstruct, or about restore the Leased Premises within 24 hours when the damages resulting from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under any casualty covered by the provisions of this Section 14Article 22 occur during the last twelve (12) months of the Term or any extension thereof, Landlord's obligation but if Landlord determines not to repair such damages Landlord shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by notify Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, if such damages shall promptly perform all repairs and restoration not required render any material portion of the Premises untenantable Tenant shall have the right to be done terminate this Lease by notice to Landlord and shall promptly re-enter the Leased Premises to perform such work. within fifteen (c15) Anything contained herein to the contrary notwithstanding, if (i) the proceeds days after receipt of Landlord's insurance ’s notice; and (recovered or recoverableb) as a result in the event the holder of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged indebtedness secured by a Casualty which is not covered by Landlord's insurancemortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, then Landlord shall have the right to terminate this Lease by giving delivering written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the receipt Term. 22.6 In the event of Landlord's any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and upon notice of its election from Landlord to terminateremove forthwith, that Tenant agrees at its sole expense cost and expense, such portion of all of the property belonging to make Tenant or its licensees from such portion or all of the repairs Building or Premises as Landlord shall request. 22.7 Tenant hereby waives any and restoration work not covered by insurance all rights under and to continue its occupancy benefits of Sections 1932(2) and tenancy under 1933(4) of the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseCalifornia Civil Code, or any similar or successor Regulations or other laws now or hereinafter in effect.

Casualty. 22.1 Landlord shall maintain all insurance policies deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation or operation of the Premises, including by not limited to, standard fire and extended coverage insurance covering the Premises in an amount not less than ninety percent (a90%) If of the Leased replacement cost thereof insuring against the perils of fire and lightning and including extended coverage or, at Landlord’s option, all risk coverage and, if Landlord so elects, earthquake, flood and wind coverages and Tenant shall pay, as additional rent, the cost of such policies upon demand by Landlord. Such insurance shall be for the sole benefit of Landlord and under its sole control. Tenant shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained by Landlord hereunder unless Landlord is included as a loss payee thereon. Tenant shall immediately notify Landlord whenever any such separate insurance is taken out and shall promptly deliver to Landlord the policy or policies of such insurance. 22.2 In the event the Premises is destroyed or the Building are damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") cause and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided in Landlord’s reasonable estimation such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may damage can be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired materially restored within one hundred eighty (180) days after days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such Casualty, either Landlord or Tenant may elect damage. Such abatement of rent shall be made pro rata in accordance with the extent to terminate this Lease by giving written notice which the damage and the making of such election repairs shall interfere with the use and occupancy by Tenant of the Premises from time to Tenant within 90 time. Within forty-five (45) days after from the date of such Casualtydamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which event material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.3 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (180) days, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the tenancy created hereunder Tenant in the Premises shall terminate as of the date of such notice damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and Rent effect, and the rent hereunder shall (except be proportionately abated as provided in Section 22.2. 22.4 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the extent Tenant has continued to make use of all Building or any Premises shall be for the sole benefit of the Leased Premisesparty carrying such insurance and under its sole control. 22.5 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) be abated days after the date estimated by Landlord therefor as extended by this Section 22.5, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of such said period of time, whereupon the Lease shall end on the date of such Casualty. Tenant agrees notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.6 Notwithstanding anything to give notice the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to Landlord of any Casualty occurring inrepair, onreconstruct, or about restore the Leased Premises within 24 hours when the damages resulting from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under any casualty covered by the provisions of this Section 14Article 22 occur during the last twelve (12) months of the Term or any extension thereof, Landlord's obligation but if Landlord determines not to repair such damages Landlord shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by notify Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, if such damages shall promptly perform all repairs and restoration not required render any material portion of the Premises untenantable Tenant shall have the right to be done terminate this Lease by notice to Landlord and shall promptly re-enter the Leased Premises to perform such work. within fifteen (c15) Anything contained herein to the contrary notwithstanding, if (i) the proceeds days after receipt of Landlord's insurance ’s notice; and (recovered or recoverableb) as a result in the event the holder of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged indebtedness secured by a Casualty which is not covered by Landlord's insurancemortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, then Landlord shall have the right to terminate this Lease by giving delivering written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the receipt Term. 22.7 In the event of Landlord's any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and upon notice of its election from Landlord to terminateremove forthwith, that Tenant agrees at its sole expense cost and expense, such portion of all of the property belonging to make Tenant or its licensees from such portion or all of the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent Building or Premises as Landlord shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenserequest.

Casualty. (a) If at any time during the Term of this Lease, the Leased Premises is or any portion thereof or any portion of the Building should be damaged or destroyed or damaged by -------- fire, earthquake fire or other casualty (collectivelycasualty, a "Casualty") and then Tenant shall have no right to terminate this Lease, but Landlord does not elect shall have the election to terminate this Lease or to repair and reconstruct the Leased Premises and Building to substantially the condition in which they existed immediately prior to such damage and destruction insofar as herein providedthe proceeds from Landlord's insurance permit. In any of the aforesaid circumstances, Landlord shallunless such fire or damage shall have resulted from the negligence, subject to acts or omissions of Tenant or its agents, contractors, employees, visitors or licensees, Minimum Rent and additional rent shall aba▇▇ ▇▇oportionately during the terms hereof and obtaining all necessary public approvals and solely period to the extent that the Leased Premises are unfit for use by Tenant in the ordinary course of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subjectits business; provided, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in that should Tenant reoccupy a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, prior to the extentdate the whole Leased Premises are made tenantable, Minimum Rent and so long as, however, additional rent allocable to such portion shall be payable by Tenant from the date of such reoccupancy. If Landlord has elected to repair and restore the Leased Premises remains untenantablePremises, this Lease shall continue in full force and effect and such repairs will be made within a reasonable time thereafter, subject to delays arising from shortage of labor or materials and Acts of God, war or other conditions beyond Landlord's reasonable control. If, howeverIn the event that this Lease is terminated as herein permitted, Landlord shall refund to Tenant within sixty (60) days from the date of termination of this Lease the prepaid rent, if any (unaccrued as of the date of damage or destruction) and any remaining security deposit, less any sums then owing Landlord by Tenant. If Landlord has elected to repair and reconstruct the Leased Premises, then the Lease Term shall be extended for a period of time equal to the period of such repair or reconstruction. No damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or property or annoyance arising from any termination. Notwithstanding the foregoing, (i) if such damage shall occur during the last year of the term of this Lease or (ii) Landlord reasonably determine estimates that such destruction or damage cannot be repaired within one hundred eighty six (1806) days after months of the date of such Casualtydamage, then in either of such events, Landlord or shall give notice of such fact to Tenant as soon as such is reasonably determined. Not later than fifteen (15) days following the giving of such notice to Tenant, Tenant may elect to terminate this Lease by giving written notice to Landlord. If Tenant makes such election, the term of this Lease shall expire upon the thirtieth (30th) day after notice of such election to is given, and Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about vacate the Leased Premises within 24 hours from and surrender the occurrence thereofsame to Landlord. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.

Casualty. (a) 14.1 If the Leased Premises is destroyed or are damaged by -------- fire, earthquake earthquake, or other casualty other than caused by the acts or omissions of the Lessee or Lessee's employees, agents, invitees or customers, to the extent that the ordinary business of the Lessee cannot reasonably be conducted therein, and if such damage cannot be or is not, within reasonable diligence, repaired by the Lessor within ninety (collectively90) days from the happening of the injury, a "Casualty"then either Lessor or Lessee shall have the option of terminating this Lease by written notice delivered to the other party within thirty (30) and Landlord does not elect days following the happening of said injury. If either Lessor or Lessee elects to terminate this Lease as herein aforesaid, Lessee shall immediately vacate and surrender possession of the Leased Premises to Lessor; provided, Landlord shallhowever, subject that if the Lessor elects to terminate the Lease and damage to the terms hereof Leased Premises is not in excess of twenty-five (25%) percent, Lessee has the option to make repairs and obtaining all necessary public approvals deduct costs of such repairs from rental payments, or otherwise be reimbursed by the Lessor for such repairs, and solely Lessee shall not have to vacate the Leased Premises. If neither Lessee nor Lessor elects to terminate this Lease, or if the Leased Premises are not damaged to the extent that the damage unreasonably interferes with the conduct of net insurance proceeds actually received by Landlord (the Lessee's ordinary business, Lessor shall proceed with said repairs with all reasonable diligence. 14.2 If the damage and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due repairs to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises do not unrea- sonably interfere with the business being conducted by the Lessee, there shall be no reduction in rent. In all other events, the rent shall be proportion- ately abated to the degree that Lessee's use of the Leased Premises is impaired by the damages to the Leased Premises. Should the damage to the Leased Premises be so extensive as to render the Leased Premises untenable, and both parties elect not to terminate the Lease, then rent payments hereunder shall cease until the Leased Premises shall be repaired by the Lessor. 14.3 Nothing in this Lease shall make Lessor liable to repair or such part thereof as may rebuild Lessee's furniture, fixtures or personal property, nor shall Lessor be destroyed liable for any compensation or damaged to as near its former conditions as circumstances will reasonably permit. During the period damage by reason of such rebuilding and restorationinterruption of Lessee's business through any such casualty, Base Rent shall, provided such Casualty is not due to the negligence destruction or other wrongful acts of Tenantdamage, or arising from the necessity of repairing any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, affected by such damage. 14.4 Proceeds from insurance on the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, and for improve- ments and betterments in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from shall be paid to the Lessor upon the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully loss for the cost of repair of the Leased Premises, (ii) or if this Lease is terminated in accordance with the Leased Premised terms of this Section 14, shall be damaged by a Casualty which is not covered by Landlord's insuranceused for whatever purpose the Lessor shall determine, or (iii) except that if the Building is more than fifty percent (50%) damaged by fire or other casualty (although damage to the Leased Premises may is not be affectedin excess of twenty-five (25%) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Buildingpercent, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord Lessee elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs, the insurance proceeds attributable to those repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ be paid to the date Tenant elects Lessee. No losses shall be adjusted without the approval of Lessor. 14.5 If the destruction or casualty was caused by an act or omission of the Lessee, its employees, agents or invitees, Lessee shall pay to restore the Lessor the difference between the actual cost of rebuilding or repairing the Leased Premises at its expenseand any insurance proceeds received by the Lessor.

Casualty. Landlord will provide notice to Tenant of any casualty or other harm affecting the Property within forty-eight (a48) hours of the casualty or other harm. If any part of the Leased Premises Communication Facility or Property is destroyed or damaged by -------- fire, earthquake casualty or other casualty (collectivelyharm as to render the Premises unsuitable, a "Casualty") and Landlord does not elect to in Tenant’s sole determination, then Tenant may terminate this Lease as herein provided, Agreement by providing written notice to Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord within sixty (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period 60) days of such rebuilding and restorationcasualty or harm, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, which termination will be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate effective as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations casualty or other Tenant's Personal Propertyharm. TenantUpon such termination, at Tenant's expenseTenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent on a pro rata basis, provided however that Tenant shall promptly perform all repairs continue to have the property removal and restoration not required obligations set forth elsewhere herein. Subject to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstandinglocal permitting requirements, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇▇▇▇ agrees to permit Tenant to place temporary transmission and reception facilities on the date Property, but only for such reasonable time until Tenant elects is able to activate a replacement transmission facility at another location; notwithstanding the termination of this Agreement, such temporary facilities will be governed by all of the terms and conditions of this Agreement, including Rent. If Landlord or Tenant undertakes to rebuild or restore the Leased Premises and/or the Communication Facility, as applicable, Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Property at its expenseno additional Rent until the reconstruction of the Premises and/or the Communication Facility is completed. If Landlord determines not to rebuild or restore the Property, Landlord will notify Tenant of such determination within thirty (30) days after the casualty or other harm. If Landlord does not so notify ▇▇▇▇▇▇ and ▇▇▇▇▇▇ decides not to terminate under this Section, then Landlord will promptly rebuild or restore any portion of the Property interfering with or required for Tenant’s Permitted Use of the Premises to substantially the same condition as existed before the casualty or other harm. ▇▇▇▇▇▇▇▇ agrees that the Rent shall be abated until the Property and/or the Premises are rebuilt or restored, unless Tenant places temporary transmission and reception facilities on the Property.

Casualty. (a) If the Leased Building or the Premises is shall be partially or totally damaged or destroyed or damaged by -------- fire, earthquake fire or other casualty (collectivelyeach, a "Casualty") and if this Lease is not terminated as provided below, then (i) Landlord shall repair and restore the Building, including the exterior and public portions thereof (including, without limitation, the Building lobbies, exterior walls, elevator shafts), Building systems servicing the Premises, and the Premises (excluding Tenant's Improvements and Betterments, Fixtures and Tenant's Property) with reasonable dispatch to substantially the condition as existed prior to the damage to the extent permitted by applicable Law (but Landlord shall not be required to perform the same on an overtime or premium pay basis) after notice to Landlord of the Casualty and the collection of the insurance proceeds attributable to such Casualty provided, however, in the event that Landlord fails to maintain the insurance customarily carried by prudent Landlords of similar type buildings, the collection of insurance proceeds shall not be a condition to Landlord performing such restoration and (ii) Tenant shall repair and restore in accordance with Section 5.02 all Tenant's Property, Fixtures and Improvements and Betterments with reasonable dispatch after the Casualty, including any tenant build-out existing in the Premises on the date of delivery thereof by Landlord (collectively, "Tenant Casualty Repair Obligations"). Landlord agrees that, if and to the extent, Landlord, any Superior Mortgagee or any Superior Lessor receives insurance proceeds in respect of Tenant Casualty Repair Obligations Landlord shall notify Tenant thereof and upon request of Tenant, make such proceeds available to Tenant so that Tenant may perform its Tenant Casualty Repair Obligations. In the event Landlord has received proceeds in respect of Tenant Casualty Repair Obligations and Landlord does not elect make such proceeds available to terminate this Lease as herein providedTenant, Landlord shallshall be obligated, subject at Landlord's cost and expense, to perform the terms hereof Tenant Casualty Repair Obligations with reasonable dispatch after the Casualty. In the event any Superior Mortgagee or any Superior Lessor has received proceeds in respect of Tenant Casualty Repair Obligations and obtaining all necessary public approvals and solely such Superior Mortgagee or Superior Lessor shall refuse to the extent of net insurance release such proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of TenantLandlord shall be obligated, at Landlord's Agents (subject, howevercost and expense, to subrogation rights as set forth in Paragraph 10(d))perform or cause to be performed the Tenant Casualty Repair Obligations. (b) If all or part of the Premises shall be rendered untenantable by reason of a Casualty, proceed in a reasonable manner to rebuild the Fixed Rent and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding Additional Charges under Sections 3.04 and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, 3.05 shall be abated in the same ratio as proportion that the square footage untenantable area of the Premises bears to the total area of the Premises, for the period from the date of the Casualty to the earlier of (i) the date the Premises is made tenantable (provided, that if the Premises would have been tenantable at an earlier date but for Tenant having failed to cooperate with Landlord in effecting repairs or restoration or collecting insurance proceeds or (ii) the date Tenant or any subtenant reoccupies a portion of the Leased Premises rendered untenantable(in which case the Fixed Rent and the Additional Charges allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord's determination of substantial completion of the restoration of the Premises (excluding Tenant's Improvement, Betterments, Fixtures and Tenant's Property the repair of which shall be Tenant's obligation), shall be controlling unless Tenant disputes same by notice to Landlord within 30 days after such determination by Landlord, and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord's determination. Notwithstanding the foregoing, if by reason of any failure by Tenant to cooperate, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgage shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the extentCasualty, and so long asthen, howeverwithout prejudice to any other remedies which may be available against Tenant, there shall be no abatement of Rent. Nothing contained in this Section 8.05 shall relieve Tenant from any liability that may exist as a result of any Casualty. Prior to the Leased Premises remains untenantable. If, howeversubstantial completion of Landlord's repair obligations act forth in this Section, Landlord shall reasonably determine provide Tenant and Tenant's contractors, subcontractors and materialmen access to the Premises to perform such repairs that Tenant is required or desire to make hereunder as a result of the Casualty (but not to occupy the same for the conduct of business); provided that any such destruction access shall be subject to all of the applicable provisions of the Lease, and, shall not interfere with the conduct of Landlord's work and in the Premises or damage canin any other damaged portion of the Building. (c) If any reason of a Casualty (i) the Building shall be totally damaged or destroyed, (ii) the Building shall be so damaged or destroyed (whether or not the Premises are damaged or destroyed) that repair or restoration shall require more than 270 days or the expenditure of more than 25% percent of the full insurable value of the Building (which, for purposes of this Section 8.05(c), shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floors of the Building) immediately prior to the Casualty or (iii) more than 50% of the Premises shall be repaired damaged or destroyed (as estimated in any such case by a reputable contractor, architect or engineer designated by Landlord), then in any such case Landlord may terminate this Lease by notice given to Tenant within one hundred eighty 180 days after the Casualty. (180d) Within ninety (90) days after notice to Landlord of any Casualty, Landlord shall deliver to Tenant a statement prepared by a reputable contractor selected by Landlord setting forth such contractor's estimate as to the time required for Landlord to substantially complete the repairs required to be performed by it hereunder (the "Repair Estimate Notice"). If the estimated time period exceeds eighteen (18) months from the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice to Landlord not later than thirty (30) days following receipt of such statement. If Landlord fails to deliver a Repair Estimate Notice to Tenant within eighty (80) days after the notice described in the first sentence of this Section 8.05(d), Tenant shall deliver a second notice to Landlord with the phrase "FAILURE TO RESPOND WITHIN TEN (10) DAYS AFTER THE DATE HEREOF SHALL BE DEEMED A REPAIR ESTIMATE NOTICE PURSUANT TO WHICH TENANT MAY ELECT TO TERMINATE THE LEASE" in bold lettering at the top of such notice. If Landlord fails to deliver a Repair Estimate Notice to Tenant within ten (10) days after such second notice, Landlord shall be deemed to have delivered a Repair Estimate Notice to Tenant stating that the estimated time period exceeds eighteen (18) months, and Tenant may elect to terminate this Lease by notice to Landlord not later than fifteen (15) days after such deemed delivery by Landlord. If Tenant makes any election to terminate this Lease under this Section 8.05(d), the Term shall expire upon the 30th day after notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofis given by Tenant. (be) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the delivered a notice to Tenant pursuant to Section 8.05(d) and no right to terminate this Lease shall have accrued to Tenant by giving written reason thereof, but Landlord shall have failed to substantially complete the repairs by the date which is six (6) months after the date set forth in the Repair Estimate Notice (the "Required Substantial Completion Date"), as the same may be extended by reason of Unavoidable Delays (but not in excess of one hundred twenty (120) days), Tenant may elect to terminate this Lease by notice to Landlord given not later than thirty (30) days after the Required Substantial Completion Date and if Tenant makes such election, the Term shall expire on the thirtieth (30th) day after notice of such termination election is given by Tenant. (f) Notwithstanding anything to the contrary contained in this Section 8.05, if more than twenty-five percent (25%) of the replacement cost of Tenant's Initial Improvements shall be damaged during the last eighteen (18) months of the Term (as the same maybe renewed or extended), Tenant may elect by notice, given within 90 sixty (60) days after the date occurrence of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the abovedamage, as to the event of (i) or (ii) above, if Landlord elects to terminate this LeaseLease and, if either party makes such election, the Term shall expire upon the sixtieth (60th) day after notice of such election is given by such party. (g) Landlord shall not carry any insurance on Tenant's Property, Fixtures or on Tenant's Improvements and Betterments and shall not be obligated to repair or replace Tenant's Property, Fixtures or Improvements and Betterments. Tenant may prevent this termination ifshall look solely to its insurance for recovery of any damage to or loss of Tenant's Property, within fifteen Fixtures or Tenant's Improvements and Betterments. Tenant shall notify Landlord promptly of any Casualty in the Premises. (15h) days This Section 8.05 shall be deemed an express agreement governing any damage or destruction of the receipt Premises by fire or other casualty, and Section 227 of Landlord's notice the New York Real Property Law providing for such a contingency in the absence of its election to terminatean express agreement, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent any other law of like import now or hereafter in force, shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensehave no application.

Casualty. (a) If 22.1 In the Leased event the Premises is destroyed or the Building are damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") cause and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided in Landlord’s reasonable estimation such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may damage can be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired materially restored within one hundred eighty (180) days after following the date of the damage, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such Casualty, either Landlord or Tenant may elect damage. Such abatement of rent shall be made pro rata in accordance with the extent to terminate this Lease by giving written notice which the damage and the making of such election repairs shall interfere with the use and occupancy by Tenant of the Premises from time to Tenant within 90 time. Within forty-five (45) days after from the date of such Casualtydamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which event material restoration can be made. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (180) days following the commencement of restoration, Landlord and Tenant shall each have the option of giving the other, at any time within thirty (30) days after Landlord’s notice of estimated restoration time, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the tenancy created hereunder Tenant in the Premises shall terminate as of the date of such notice damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and Rent effect, and the rent hereunder shall (except be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the extent Tenant has continued to make use of all Building or any Premises shall be for the sole benefit of the Leased Premisesparty carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) be abated days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of such said period of time, whereupon the Lease shall end on the date of such Casualty. Tenant agrees notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed but in no event to give notice exceed an additional ninety (90) days. 22.5 Notwithstanding anything to the contrary contained in this Article: (a) Landlord of shall not have any Casualty occurring inobligation whatsoever to repair, onreconstruct, or about restore the Leased Premises within 24 hours when the damages resulting from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under any casualty covered by the provisions of this Section 14Article 22 occur during the last twelve (12) months of the Term or any extension thereof, Landlord's obligation shall be limited or for which sufficient insurance proceeds to fully cover the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs repair and restoration are not required to be done received by Landlord (and such insufficiency is not due to Landlord’s failure to carry the insurance required hereunder), but if Landlord determines not to repair such damages Landlord shall promptly re-enter notify Tenant within a reasonable time (but in all events no more than ninety (90) days after the Leased fire or casualty) and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to perform such work. terminate this Lease by notice to Landlord within fifteen (c15) Anything contained herein to the contrary notwithstanding, if (i) the proceeds days after receipt of Landlord's insurance ’s notice; and (recovered or recoverableb) as a result in the event the holder of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged indebtedness secured by a Casualty which is not covered by Landlord's insurancemortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, then Landlord shall have the right to terminate this Lease by giving delivering written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the receipt Term. 22.6 In the event of Landlord's any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and upon notice of its election from Landlord to terminateremove forthwith, that Tenant agrees at its sole expense cost and expense, such portion of all of the property belonging to make Tenant or its licensees from such portion or all of the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent Building or Premises as Landlord shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenserequest.

Casualty. (a) If 22.1 In the Leased event the Premises is destroyed or the Project are damaged by -------- fire, earthquake fire or other casualty cause and in Landlord’s reasonable estimation such damage can be materially restored within one (collectively, a "Casualty"1) and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage year after Landlord’s discovery of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, howevercasualty, Landlord shall reasonably determine forthwith repair the same and this Lease shall remain in full force and effect, except that such destruction or damage cannot Tenant shall be repaired within one hundred eighty (180) days after entitled to a proportionate abatement in rent from the date of such Casualty, either Landlord or Tenant may elect damage. Such abatement of rent shall be made pro rata in accordance with the extent to terminate this Lease by giving written notice which the damage and the making of such election repairs shall interfere with the use and occupancy by Tenant of the Premises from time to Tenant within 90 time. Within forty-five (45) days after from the date of such Casualtydamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which event material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Project or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. Landlord’s estimate of the length of time within which material restoration can be made may include any periods of delay which are anticipated by Landlord in Landlord’s receipt of insurance proceeds, it being expressly agreed and understood that Landlord will have no obligation to commence repair or reconstruction of the Project prior to Landlord’s receipt of insurance proceeds (except as provided in Section 22.5 below). 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one (1) year after Landlord’s discovery of the casualty, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the tenancy created hereunder Tenant in the Premises shall terminate as of the date of such notice damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and Rent effect, and the rent hereunder shall (except be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the extent Tenant has continued to make use of all Project or any Premises shall be for the sole benefit of the Leased Premisesparty carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) be abated days after the date estimated by Landlord therefore as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within thirty (30) days after the expiration of such said period of time, whereupon the Lease shall end on the date of such Casualty. notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time (not to exceed 150 days) Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the Term or any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant agrees and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to give terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; provided that Tenant may avoid the termination by Landlord under this Section 22.5(a) if it exercises any Casualty occurring inoption to extend it may have under this Lease, on, or about in which event the Leased Premises within 24 hours from the occurrence thereof. (b) If rights of Landlord is required to repair the Leased Premises under and Tenant shall be determined based on the provisions of this Section 14, Landlord's obligation shall 22 other than this Section 22.5(a); and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Project requires that any insurance proceeds be limited applied to such indebtedness and Tenant does not agree to fund the Landlord's Work, excluding, amount in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all excess of the “Landlord Contribution” (as defined below) required to complete the necessary repairs and restoration not required Landlord elects to be done by Landlord and shall promptly re-enter terminate the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds leases of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair all other tenants of the Leased Premises, (ii) Project similarly affected by the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole damage and absolute discretion destruction and not to rebuild commence rebuilding or construct reconstructing within one (1) year from the Buildingdate of such damage and/or destruction, then Landlord shall have the right to terminate this Lease by giving delivering written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the receipt Term. For purposes of Landlord's notice this Article 22, the “Landlord Contribution” shall mean five percent (5%) of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under replacement cost of the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseProject.

Casualty. The Landlord shall obtain and maintain property casualty insurance as per the INSURANCE Article above, excluding any alterations, or improvements made by the Tenant. The Tenant shall promptly notify the Landlord of any fire or casualty at the Premises. If a fire or casualty destroys all or part of the Premises (a) as determined by the Landlord's insurance company), then the Landlord's obligation to restore the Premises and the Tenant's obligation to pay Rent shall be determined in accordance with the terms of this Article. If the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty can reasonably be restored within ninety (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (18090) days after from the date of such Casualtythe casualty (as determined by the Landlord's insurance company), then the Landlord, at its own expense, shall restore the Premises, excluding any alterations, additions, or improvements made by the Tenant. If the Premises cannot reasonably be restored within ninety (90) days from the date of the casualty, then either Landlord or Tenant party may elect to terminate this Lease by giving written notice of such election to Tenant the other party within 90 thirty (30) days after from the date of such Casualtythe casualty. If the Lease is so terminated, then the Landlord shall not restore the Premises for the Tenant, the Tenant shall promptly vacate the Premises, and the Tenant shall only pay Base Net Rent and Additional Rent due hereunder through the date of the casualty. If this lease is not terminated, then the Landlord, at its own expense, shall restore the Premises expeditiously excluding any alterations, additions, or improvements made by the Tenant. During any restoration, if the Tenant is able to use part of the Premises (as determined by the Landlord's insurance company), then the Tenant shall pay Base Net Rent and Additional Rent for the usable part of the Premises on a pro-rata basis from the date of the casualty until the date on which the Premises are completely usable by Tenant for the use provided in which event this lease. If the Building is completely destroyed, then this Lease and the tenancy created hereunder shall terminate end as of the date of such notice and Rent casualty. The Tenant shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) not be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited liable to the Landlord's Workproperty casualty insurance company by way of subrogation or otherwise for any destruction of the Premises or the building, excluding, except in any event, all alterations, fixtures the case of a fire or signs installed casualty caused by Tenant and all floor coverings, furniture, equipment and decorations or other the Tenant's Personal Property. Tenantgross negligence, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insuranceintentional misconduct, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice intentional breach of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.

Casualty. (a) If In the Leased Premises is destroyed or damaged by -------- fire, earthquake or other event any casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely Property occurs prior to the extent Close of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination ifEscrow, within fifteen (15) days from the casualty, SELLER shall determine in good faith and give written notice to BUYER ("Casualty Loss Notice") stating (a) whether or not the affected Improvements can be repaired or reconstructed in time to permit completion of all Improvements on or before the Outside Completion Date, and, if not the estimated time required for extension of the receipt Outside Completion Date, and (b) if the full cost of Landlordrepair or replacement of casualty loss is not fully covered by insurance, whether or not SELLER will complete the repair or reconstruction at its expense. If SELLER timely gives a Casualty Loss Notice stating SELLER's notice intention to repair or reconstruction the affected Improvements and complete the Improvements and the estimated extension of the Outside Completion Date does not exceed one hundred and eighty (180) days, then this Agreement shall continue in effect, subject to completion of such Improvements by the extended Outside Completion Date ("Extended Outside Completion Date"). If SELLER fails to timely give a Casualty Loss Notice or gives a Casualty Loss Notice stating SELLER's decision not to repair or reconstruct and its election to terminateterminate this Agreement, then BUYER shall have the right, exercisable by giving notice to SELLER within ten (10) days of SELLER's delivery of its Casualty Loss Notice or failure to timely give notice, to elect: (i) to give a continuation notice ("Continuation Notice") stating (aa) in the case the reason for the termination by SELLER was that Tenant agrees at its sole expense the repair or reconstruction together with any remaining Improvements cannot be completed before expiration of the Extended Outside Completion Date, BUYER's Agreement to make extend the Extended Outside Completion Date for the estimated period set forth in SELLER's Casualty Loss Notice sufficient to permit completion of the Improvements, including the repairs and restoration work not covered by insurance reconstruction, and to continue its occupancy and tenancy under this Agreement in effect, subject to modification in accordance with the Leasepreceding provisions, or (bb) if the reason for SELLER's decision was the casualty loss was not fully insured, BUYER's Agreement to include in the Development Costs all of the reasonable costs of repair or restoration; or (ii) to give a notice of termination of this Agreement ("Casualty Termination Notice"). In the event the Rent If BUYER does not timely deliver either a Continuation Notice or a Casualty Loss Termination Notice within such ten (10) days period, then BUYER shall only ▇▇▇▇▇ be deemed to have agreed to the date Tenant elects to restore termination of this Agreement. Notwithstanding the Leased Premises at its expensepreceding provisions, any casualty loss suffered as a result of the activities of BUYER on the Property shall be considered a BUYER's Delay.

Casualty. (a) If 11.1. In the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to event that the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of TenantImprovements, or any of Tenant's Agents (subjectportion thereof, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises are damaged or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although a “Casualty”), which is as a result of a negligent or intentional act of Tenant, Tenant shall be obligated to restore the Leased Premises may Improvements to substantially the same condition as existed prior to such damage or destruction; provided that if the Casualty (a) is not be affectedas a result of a negligent or intentional act of Tenant, and (b) causes damage to the Improvements that Landlord decides in Landlord's sole and absolute discretion not would cost more than seventy-five percent (75%) of the original cost of construction to rebuild or construct the Buildingrepair, Landlord Tenant shall have the right to terminate this Lease by giving Landlord written notice within thirty (30) days of the Casualty. If Tenant is obligated to restore the Improvements, Tenant shall continue to pay Rent as provided in Section 4 during such period and shall be obligated, at its sole cost and expense, to diligently commence and expeditiously pursue the repair of such termination damage so as to restore the Improvements to substantially the same condition as existed prior to such damage or destruction. 11.2. If Tenant elects to terminate this Lease, in accordance with Section 11.1, and if Landlord so requests, Tenant shall demolish and remove the Improvements from the Leased Premises, and place the Leased Premises from which such Improvements were removed in a safe and sanitary condition, within 90 one hundred twenty (120) days after the date effective termination date; provided, however, that Tenant shall not be required to expend for such demolition, removal and restoration any amount in excess of any proceeds of insurance payments received by Tenant with respect to the Casualty. Upon completion of such Casualty in removal, or if removal is not required, Landlord shall be entitled to all of the proceeds of any insurance policies which event have not been applied by Tenant to the cost of any such required demolition, removal and restoration. Tenant’s obligations under this Section 11 shall survive termination of this Lease. 11.3. If Tenant terminates this Lease under this Section 11, the parties’ respective obligations to pay and/or rights to collect the Revenue and the tenancy created Rent due hereunder shall terminate cease as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all damage or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensedestruction.

Casualty. (a) If In the Leased Premises event that there is destroyed an occurrence of a Casualty or damaged by -------- firea Taking during the Interim Period, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part Sellers shall notify Purchaser thereof as may be destroyed or damaged to soon as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofpracticable. (b) If Landlord is required In the event of a Casualty or a Taking during the Interim Period, Sellers shall elect, at their option, to either (i) repair or replace or make adequate provision 45 for the repair or replacement of the affected Asset at Sellers’ cost prior to the Closing, in which case the Purchaser’s obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until ten (10) Business Days after repairs or replacement have been completed and the affected Asset has been restored to at least a substantially comparable performance in all material respects as compared to that prior to the Casualty or Taking, or (ii) negotiate with the Purchaser to reduce the Purchase Price by an amount agreed to by Sellers and the Purchaser to reflect the cost to repair or replace the Leased Premises under affected Asset (the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding“Repair Costs”), in any eventwhich case, all alterations, fixtures or signs installed by Tenant the Closing Date and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, the Long Stop Date shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such workdeferred unless there is a Repair Cost Dispute as provided in Section 8.12(d). (c) Anything contained herein If Sellers elect to the contrary notwithstanding, if (iproceed with Section 8.12(b)(ii) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease Sellers and the tenancy created hereunder shall terminate as of Purchaser agree on the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, Repair Costs within fifteen (15) days of the Purchaser’s receipt of Landlord's Sellers’ notice of the Casualty or Taking, as the case may be (the “Repair Negotiation Period”), the Purchaser’s obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed. Notwithstanding the foregoing, if the Parties mutually agree that the Repair Costs are greater than an amount equal to thirty percent (30%) of the Base Price, either Sellers or the Purchaser may elect, by giving written notice to the other of such election within five (5) Business Days of the expiration of the Repair Negotiation Period, to terminate this Agreement without further obligation under this Agreement (other than those sections which expressly survive termination, which shall continue in effect). (d) If Sellers and the Purchaser do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either Party may request an engineering company mutually agreed to by the Parties or identified on Schedule 8.12(d) (which engineering company shall be deemed acceptable to Sellers and the Purchaser) to evaluate the affected assets and deliver to the Purchaser and Sellers its election written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. (i) If the Third-Party Estimate is equal to terminateor less than an amount equal to thirty percent (30%) of the Base Price, that Tenant agrees at its sole expense the Purchaser’s obligation to make proceed to Closing in accordance with the repairs terms of this Agreement shall not be affected and restoration work not covered by insurance and the Parties shall submit the Repair Cost Dispute to continue its occupancy and tenancy binding arbitration under the Leasedispute resolution procedures in Section 16.4 for resolution after the Closing, with no reduction of the Purchase Price at Closing and a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (ii) If the Third-Party Estimate is greater than an amount equal to thirty percent (30%) of the Base Price, either Sellers or the Purchaser may elect, by giving written notice to the other of election within fifteen (15) days of receipt of the Third-Party Estimate, to terminate this Agreement without further obligation under this Agreement (other than those sections which expressly survive termination, which shall continue in effect). If neither Party terminates, the Parties shall submit the Repair Cost Dispute to binding arbitration under the dispute resolution procedures in Section 16.4 for resolution after the Closing, with no reduction of the Purchase Price at Closing and a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (e) In the event of a Taking where the Rent award that may be made in such proceeding has not been previously paid to Sellers, Purchaser shall, from and after Closing, diligently pursue from any condemner the entire award(s) that may be made in any such proceeding and shall only ▇▇▇▇▇ be entitled to collect such award(s), without deduction, to be paid out as follows: subject to actual receipt of such award(s) by Purchaser and within ten (10) Business Days of such receipt, (i) Purchaser shall pay to Sellers all such amounts, up to the date Tenant elects amount Sellers incurred for all repairs or replacements under Section 8.12(b)(i) or the amount of the Purchase Price reduction under Section 8.12(b)(ii), and (ii) the Purchaser shall be entitled to restore retain the Leased Premises at its expensebalance (if any) of such award(s). (f) Any adjustment of the Purchase Price pursuant to Section 8.12(b)(ii) which is necessary to reflect a final determination of Repair Costs after the Closing shall be made as follows: (i) an adjustment in favor of Purchaser shall be paid in immediately available funds by Sellers to Purchaser; and (ii) an adjustment in favor of Sellers shall be paid in immediately available funds to the extent the Purchase Price had been reduced pursuant to this Section 8.12. Any such reduction, refund or payment shall be made within ten (10) Business Days after such final determination. (g) In the event of a Repair Cost Dispute, the Closing Date and the Long Stop Date shall be deferred until (i) ten (10) Business Days after receipt of the Third-Party Estimate, or (ii) if Sellers elect the option in Section 8.12(b)(i), as provided therein.

Casualty. If a Building is damaged by fire or other casualty, and the damaged Building can be fully repaired within six (a6) months after such casualty occurred, this Lease shall remain in effect and Landlord shall repair the damage as soon as reasonably possible, subject to delays beyond Landlord’s control; provided, however, that if Landlord shall not have substantially completed restoration such that lawful possession may be restored to Tenant within nine (9) months next following the date the casualty occurred, then in that event, Tenant shall have the right to terminate this Lease upon written notice to Landlord; provided, however that Landlord shall have the right to avoid such termination by completing restoration and returning lawful possession to Tenant within ten (10) days next following receipt of Tenant’s notice. If the Leased Premises is destroyed damaged Building cannot be fully repaired within six (6) months after the casualty occurred, Landlord or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not Tenant may elect to terminate this Lease as herein provided, Landlord shall, subject to by providing the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord other party with written notice thereof within forty-five (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period 45) days after occurrence of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantablecasualty. If, howeverIf neither Landlord nor Tenant terminate this Lease, Landlord shall repair the damage as soon as reasonably determine that such destruction or possible, in which event this Lease shall remain in full force and effect. In addition to the foregoing, if the damage cannot be repaired within to a Building occurs during the last one hundred eighty (1801) days after year of the date of such CasualtyLease Term, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date the damage occurred. If this Lease is not terminated following a casualty, rent shall ▇▇▇▇▇ from the date of the occurrence in the proportion that the area of the portion of the Premises rendered unusable by such notice and Rent shall (except casualty bears to the extent Tenant has continued to make use of all or any entire area of the Leased Premises) . The abatement shall continue until the portion of the Premises which shall have been damaged shall be abated as of such date of such Casualtyrebuilt or repaired. Tenant agrees to give notice to Landlord waives the protection of any Casualty occurring inlaw which grants a tenant the right to terminate a lease in the event of the substantial destruction of a leased property, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under and agrees that the provisions of this Section 14, Landlord's obligation paragraph shall be limited to govern in the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result event of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair substantial destruction of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) . Landlord agrees that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, if Landlord shall have the exercise its right to terminate this Lease by giving written in accordance with the foregoing provisions in any instance where one Building shall be damaged but the other shall remain tenantable, then the foregoing provisions notwithstanding, Tenant shall have at least one hundred and eighty (180) days within which to vacate the Buildings following Landlord’s notice of such termination to Tenant within 90 days after in accordance with the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseforegoing provisions.

Casualty. (a) If the Leased Premises is or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or damaged by -------- firepartially inaccessible or unusable, earthquake then Landlord shall repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein destruction; provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth that if in Paragraph 10(d)), proceed in a Landlord’s reasonable manner to rebuild judgment such repair and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage restoration cannot be repaired completed within one two hundred eighty seventy (180270) days after the date occurrence of such Casualtydamage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, either Landlord or Tenant may elect to terminate this Lease by giving written notice removal of such election to Tenant within 90 days after the date debris, preparation of such Casualty, in which event this Lease plans and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use issuance of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring inrequired governmental permits), on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, then Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 forty-five (45) days after the date occurrence of such Casualty in which event damage or destruction. If this Lease is terminated pursuant to this Section 13.1, then rent shall be apportioned (based on the portion of the Premises which is usable or used after such damage or destruction) and paid to the tenancy created hereunder shall terminate as earlier of the date of termination or the date Tenant completely vacates and abandons the Premises on account of such notice damage and Rent Landlord shall be entitled to any insurance proceeds received by Tenant that are attributable to improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the gross negligence or willful misconduct of Tenant, then Tenant shall not be entitled to any such rent reduction, and (y) if Tenant fails to promptly pay over to Landlord insurance proceeds when received from Tenant’s insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds (including proceeds of insurance maintained by Tenant), Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction was caused by the act or omission of Tenant, then Tenant shall pay Landlord’s deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction, (b) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall not be required to repair or restore any tenant improvements installed in the Premises (except to the extent Tenant has continued to make use of all Landlord receives proceeds therefor from Tenant’s insurance), any Alterations or any other contents of the Leased Premises) be abated as of the date of such CasualtyPremises (including Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding the above, as anything herein to the event of (i) or (ii) abovecontrary, if Landlord elects shall have the right to terminate this LeaseLease if (1) insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration, (2) the Tenant may prevent this termination ifholder of any mortgage fails or refuses to make such insurance proceeds available for such repair and restoration, within fifteen (153) days zoning or other applicable Laws or regulations do not permit such repair and restoration, or (4) the damage to the Building exceeds thirty-five percent (35%) of the receipt replacement value of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenseBuilding.

Casualty. (a) If the Leased Premises is destroyed or the Building (including machinery or equipment used in its operation) shall be damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") and Landlord if such damage does not elect render all or a substantial portion of the Premises or the Building untenantable, then Landlord shall repair and restore the same with reasonable promptness, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord's reasonable control, but Landlord shall not be obligated to expend therefor an amount in excess of the proceeds of insurance recovered with request thereto. If any such damage renders all or a substantial portion of the Premises or the Building untenantable, Landlord shall, within sixty (60) days of such damage or destruction, deliver to Tenant an estimate of the duration of the period in which the Premises will be untenantable, as reasonably determined by Landlord. If such estimated period shall be for more than one hundred eighty (180) days from the date of such damage, then Landlord, or Tenant if in addition thereto at least fifty percent (50%) of the Premises is untenantable, shall have the right to terminate this Lease (with appropriate prorations of rent being made for Tenant's possession subsequent to the date of such damage of those tenantable portions of the Premises) upon giving written notice to the other within fifteen (15) days after the delivery to Tenant of Landlord's repair estimate. Unless this Lease is terminated as herein providedprovided in the preceding sentence and so long as such damage does not result from Tenant's fault or neglect, Landlord shallshall proceed with reasonable promptness to repair and restore the Premises, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord's reasonable control, but Landlord shall not be obligated to expend therefor an amount in excess of the terms hereof and obtaining all necessary public approvals and solely proceeds of insurance recovered with request thereto. Landlord shall have no liability to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses)Tenant, and provided such Casualty is Tenant shall not due be entitled to the negligence or wrongful acts terminate this Lease by virtue of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth delays in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period completion of such rebuilding repairs and restoration, Base Rent shall, provided such Casualty is Tenant may terminate this Lease if the repairs are not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired completed within one hundred eighty (180) days after from the date of the damage, provided the 180 days shall be extended for force majeure and Tenant Delays. Rent, however, shall ▇▇▇▇▇ on those portions of the Premises as are, from time to time, untenantable as a result of such Casualtydamage (except fires or casualties resulting from Tenant's fault or neglect). Notwithstanding anything to the contrary herein set forth, either Landlord shall have no duty pursuant to this Paragraph 12(c) to repair or Tenant may elect restore any portion of the alterations, additions or improvements in the Premises or the decoration thereto except to terminate the extent that such alterations, additions, improvements and decoration were installed by Landlord. Notwithstanding Landlord's restoration obligation, in the event any mortgagee under a deed to secure debt, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire or reduce the mortgage debt or if the insurance company issuing Landlord's fire and casualty insurance policy fails or refuses to pay Landlord the proceeds under such policy, Landlord shall have no obligation to rebuild and this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date later of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) casualty or (ii) aboveif a portion of the Premises is occupied by Tenant upon thirty days (30) prior written notice by Landlord to Tenant. Notwithstanding anything herein to the contrary, if Landlord elects to terminate this Lease, Tenant shall be responsible for the repair and replacement of the Tenant may prevent this termination if, within fifteen (15) days Alterations and all of Tenant's personal property in the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensePremises.

Casualty. (a) If all or any part of the Leased Premises shall be damaged or destroyed by casualty which is destroyed insured or damaged required to be insured under this Lease, or by -------- fire, earthquake or any other casualty if the cost to repair such other casualty does not exceed twenty percent (collectively20%) of the total replacement cost of the Improvements, Tenant shall promptly notify the Landlord thereof, and shall, with reasonable promptness and diligence, rebuild, replace and repair any damage or destruction to the Premises, at its expense, in conformity with the requirements of Section 5.4(a) hereof, in such manner as to restore the same to the same or better condition as existed prior to such casualty, using materials of the same or better grade than that of the materials being replaced, and there shall be no abatement of Basic Rent or Additional Rent. Proceeds of casualty insurance of $100,000.00 or less shall be paid to Tenant. Proceeds in excess of $100,000.00 shall be held by Landlord or a "Casualty"proceeds trustee (which may be Lender, an escrow or title company, or a bank or trust company designated by Landlord) and Landlord does not elect paid to terminate this Lease as herein providedTenant, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts but only against certificates of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild appropriate lien waivers and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will other information reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either required by Landlord or the proceeds trustee delivered to Landlord from time to time, but not more frequently than once per calendar month, as such work or repair progresses. Each such certificate shall describe the work or repair for which Tenant may elect is requesting payment and the cost incurred by Tenant in connection therewith and stating that Tenant has not theretofore received payment for such work and has sufficient funds remaining to terminate this Lease by giving written notice complete the work free of such election liens or claims. Any proceeds remaining after Tenant has repaired the Premises shall be delivered to Tenant. No payment shall be made to Tenant within 90 days after the date if there exists any Event of such Casualty, in which event Default under this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Lease. If Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord restore after a casualty, this Lease shall nevertheless remain in full force and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstandingeffect, if (i) the proceeds with no abatement of Landlord's insurance (recovered Basic Rent or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased PremisesAdditional Rent, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) except that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant if Tenant does not agree to restore within 90 sixty (60) days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all casualty, or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expensebut does not diligently proceed to do so.

Casualty. (a) If 22.1 In the Leased event the Premises is destroyed or the Building are damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") cause and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided in Landlord’s reasonable estimation such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may damage can be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired materially restored within one hundred eighty (180) days after following the commencement of restoration, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such Casualty, either Landlord or Tenant may elect damage. Such abatement of rent shall be made pro rata in accordance with the extent to terminate this Lease by giving written notice which the damage and the making of such election repairs shall interfere with the use and occupancy by Tenant of the Premises from time to Tenant within 90 time. Within forty-five (45) days after from the date of such Casualtydamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which event material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are substantially in the condition which existed immediately before such damage, subject to changes required by Legal Requirements or changes elected by Landlord to areas exterior to the Premises. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (180) days following the commencement of restoration, Landlord and Tenant shall each have the option of giving the other, at any time within thirty (30) days after Landlord’s notice of estimated restoration time, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the tenancy created hereunder Tenant in the Premises shall terminate as of the date of such notice damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and Rent effect, and the rent hereunder shall (except be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the extent Tenant has continued to make use of all Building or any Premises shall be for the sole benefit of the Leased Premisesparty carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) be abated days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of such said period of time, whereupon the Lease shall end on the date of such Casualty. Tenant agrees notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by T▇▇▇▇▇, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to give notice the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to Landlord of any Casualty occurring inrepair, onreconstruct, or about restore the Leased Premises within 24 hours when the damages resulting from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under any casualty covered by the provisions of this Section 14Article 22 occur during the last twelve (12) months of the Term as the same may be extended, or for which sufficient insurance proceeds to fully cover the repair and restoration are not received by Landlord's obligation , but if Landlord determines not to repair such damages Landlord shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by notify Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, if such damages shall promptly perform all repairs and restoration not required render any material portion of the Premises untenantable Tenant shall have the right to be done terminate this Lease by notice to Landlord and shall promptly re-enter the Leased Premises to perform such work. within fifteen (c15) Anything contained herein to the contrary notwithstanding, if (i) the proceeds days after receipt of Landlord's insurance ’s notice; and (recovered or recoverableb) as a result in the event the holder of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged indebtedness secured by a Casualty which is not covered by Landlord's insurancemortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, then Landlord shall have the right to terminate this Lease by giving delivering written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the receipt Term. 22.6 In the event of Landlord's any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and upon notice of its election from Landlord to terminateremove forthwith, that Tenant agrees at its sole expense cost and expense, such portion of all of the property belonging to make Tenant or its licensees from such portion or all of the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent Building or Premises as Landlord shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expenserequest.

Casualty. (a) If In the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject event prior to the terms hereof and obtaining all necessary public approvals and solely to the extent Closing Date there is an occurrence of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses)a Casualty, and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part Seller shall notify Buyer thereof as may be destroyed or damaged to soon as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofpracticable. (b) If Landlord is required In the event a Casualty occurs prior to the Closing Date then Seller shall elect, at its option, to either (i) repair or replace the affected Asset at Seller’s cost prior to the Closing, in which case Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until ten (10) Business Days after repairs or replacement have been completed and the affected Asset has been restored to at least a substantially comparable performance in all material respects as compared to that prior to the Casualty, or (ii) negotiate with Buyer to reduce the Purchase Price by an amount agreed to by Seller and Buyer to reflect the cost to repair or replace the Leased Premises under affected Asset(s) (the provisions of this Section 14“Repair Costs”), Landlord's obligation in which case, the Closing Date shall not be limited deferred unless Buyer and Seller do not agree to the Landlord's Work, excluding, in any event, all alterations, fixtures cost of such repairs or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such workreplacements. (c) Anything contained herein If Seller elects to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, proceed with clause (ii) of Section 8.07(b) and Seller and Buyer agree on the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, Repair Costs within fifteen (15) days of the Buyer’s receipt of Landlord's Seller’s notice of Casualty (the “Repair Negotiation Period”), Buyer’s obligation to effect the Closing shall not be affected but the Purchase Price shall be reduced by the Repair Costs. Notwithstanding the foregoing, if the Parties mutually agree that the Repair Costs are greater than an amount equal to thirty percent (30%) of the Base Amount, either Seller or Buyer may elect, by giving written notice to the other of such election within five (5) Business Days of the expiration of the Repair Negotiation Period, to terminate this Agreement without further obligation under this Agreement (other than those sections which expressly survive termination, which shall continue in effect). (d) If however, the Parties do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either Party may request an engineering company mutually agreed to by the Parties (or selected pursuant to Section 8.07(g)) (the “Independent Expert”) to evaluate the affected Assets and deliver to the Parties its election written estimate of the Repair Costs (the “Third Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period. (i) If the Third Party Estimate is less than or equal to terminatethirty percent (30%) of the Base Amount, that Tenant agrees at its sole expense then Buyer’s obligation to make proceed to Closing in accordance with the repairs terms of this Agreement shall not be affected and restoration work not covered by insurance and the Parties shall submit the Repair Cost Dispute to continue its occupancy and tenancy binding arbitration under the Leasedispute resolution procedures in Article XVII for resolution after the Closing, with no reduction of the Closing Date Payment at Closing and a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (ii) If the Third Party Estimate is greater than thirty percent (30%) of the Base Amount, either Seller or Buyer may elect, by giving written notice to the other of election within fifteen (15) days of receipt of the Third-Party Estimate, to terminate this Agreement without further obligation under this Agreement (other than those sections which expressly survive termination, which shall continue in effect). If neither Party terminates Sale and Purchase Agreement within such time period, the Parties shall submit the Repair Cost Dispute to binding arbitration under the dispute resolution procedures in Article XVII for resolution after the Closing, with no delay in Closing, no reduction of the Closing Date Payment at Closing and a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs. (e) Any adjustment of the Purchase Price pursuant to Section 8.07(d) which is necessary to reflect a final determination of Repair Costs after the Closing shall be made as follows: (i) an adjustment in favor of Buyer shall be paid in immediately available funds by Seller to Buyer; and (ii) an adjustment in favor of Seller shall be paid in immediately available funds to the extent the Purchase Price had been reduced pursuant to this Section 8.07. Any such reduction, refund or payment shall be made within ten (10) Business Days after such final determination. (f) In the event of a Repair Cost Dispute, the Rent Closing Date and Outside Date shall only ▇▇▇▇▇ to be deferred until (i) fifteen (15) Business Days after receipt of the date Tenant Third Party Estimate, or (ii) if Seller elects to restore the Leased Premises at its expenseoption in clause (i) of Section 8.07(b), as provided therein.

Casualty. (a) If 22.1 In the Leased event the Premises is destroyed or the Building are damaged by -------- fire, earthquake fire or other casualty cause and in Landlord's reasonable estimation such damage can be materially restored within one ht:.ndred eighty (collectively, a "Casualty"180) and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, howeverdays, Landlord shall reasonably determine forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such destruction damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (45) days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord 's determination shall be binding on Tenant. For purposes of this Lease, the Building or damage Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant 's use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot not, in Landlord's reasonable estimation, be repaired made within one hundred eighty (180) days, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such Casualtydamage. In the event of the giving of such notice, either Landlord or Tenant may elect to terminate this Lease by giving written notice shall expire and all interest of such election to the Tenant within 90 days after in the date of such Casualty, in which event this Lease and the tenancy created hereunder Premises shall terminate as of the date of such notice and Rent shall (except to damage as if such date had been originally fixed in this Lease for the extent Tenant has continued to make use of all or any expiration of the Leased Premises) be abated as of such date of such CasualtyTerm. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereof. (b) If Landlord is required to repair the Leased Premises under the provisions of this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to In the event of (i) or (ii) above, if that neither Landlord elects nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control.- 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by L▇▇▇▇ ord therefor as extended by this Section 22.4, Tenant may prevent at its option and as its sole remedy terminate this termination ifLease by delivering written notice to Landlord , within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the receipt Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord's notice , the period for restoration, repair or rebuilding shall be extended for the amount of its election time Landlord is so delayed. 22.5 Notwithstand ing anything to terminatethe contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, that Tenant agrees at its sole expense to make reconstruct, or restore the repairs and restoration work not Premises when the damages resulting from any casualty covered by insurance the provisions of this Article 22 occur during the last twel ve (12) months of the Term or any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇terminate th is Lease by notice to Landlord within fifteen 11/02 SOG (BY)-INS Revised 10/03 629620.v ▇ to the date Tenant elects to restore the Leased Premises at its expense.DALLAS:74008/000l3:1276703v6

Casualty. (a) If the Leased Premises is destroyed or damaged by -------- fire, earthquake or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject The Mortgagor will promptly give notice of any Material Casualty to the terms hereof Mortgagee. Such notice also shall generally describe the nature and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as and set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of TenantMortgagor's Agents, be abated in the same ratio as the square footage best estimate of the portion cost of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage cannot be repaired within one hundred eighty (180) days after the date of such Casualty, either Landlord or Tenant may elect to terminate this Lease by giving written notice of such election to Tenant within 90 days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, on, or about the Leased Premises within 24 hours from the occurrence thereofRestoration. (b) If Landlord is required The Mortgagor hereby irrevocably assigns, transfers and sets over to repair the Leased Premises under Mortgagee all rights of the provisions Mortgagor to any such insurance proceeds, award or payment. The Mortgagor hereby irrevocably authorizes and empowers the Mortgagee, in the name of the Mortgagor or otherwise, to file for and prosecute in its own name what would otherwise be the Mortgagor's claim for any such insurance proceeds. Notwithstanding the foregoing, so long as no First Tier Default or Event of Default shall have occurred and shall then be continuing and provided the Mortgagor promptly files all claims and diligently prosecutes same, the Mortgagor shall have the right (i) to file, adjust, settle and prosecute any claim for such insurance proceeds and (ii) provided such proceeds are not payable on account of a Material Casualty, to receive and hold in accordance with the terms hereof and the other Financing Documents such insurance proceeds; provided, however, that the Mortgagor will not agree to any adjustment or settlement of any such claim payable with respect to a Casualty the insurance proceeds with respect to which are greater than $250,000 (a "Material Casualty") without the Mortgagee's prior written consent, which consent shall not be unreasonably withheld. The Mortgagor will pay promptly after demand all reasonable costs and expenses (including the reasonable fee of any insurance consultant or adjuster and reasonable attorneys' fees and disbursements) incurred by the Mortgagee in connection with a Casualty and seeking and obtaining any insurance proceeds, award or payment with respect thereto. Net Proceeds held by the Mortgagee will, together with any interest earned thereon, constitute additional security for the payment of the indebtedness secured by this Mortgage (a security interest therein being granted hereby), until disbursed in accordance with this Section 147 or Section 9 hereof, Landlord's obligation as the case may be. Notwithstanding the foregoing, or anything else herein to the contrary, all proceeds of business interruption/rent loss insurance may be collected by and shall be limited paid to the Landlord's Work, excluding, Mortgagee and applied in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such workaccordance with Section 7(g) hereof. (c) Anything contained herein The Mortgagor will, at its sole cost and expense, promptly commence and diligently complete the Restoration in a good and workmanlike manner, and in compliance with all laws, rules, regulations, codes, ordinances, permits and licenses, the Management Agreement, the Franchise Agreement, any ground lease and the Leases, whether or not the Mortgagor shall have satisfied the requirements of Section 7(d) hereof in order to cause the Net Proceeds to be made available for such Restoration and whether or not such insurance proceeds on account of the Casualty shall be sufficient for such purpose. (d) In the case of any Material Casualty, the Net Proceeds shall be held, at Mortgagee's election, by the Mortgagee as a part of the Mortgaged Property, and, subject to the contrary notwithstandingoccurrence of any of the conditions set forth in Section 7(e) hereof, if shall be disbursed by the Mortgagee to the Mortgagor from time to time (but no more than once in any thirty (30) day period) to pay for the Restoration subject to and in accordance with the following conditions (each a "Release Condition" and collectively, the "Release Conditions"): (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) No First Tier Default shall have occurred and be insufficient to pay fully for the cost of repair of the Leased Premises, continuing; (ii) the Leased Premised No Event of Default shall have occurred and be damaged by a Casualty which is not covered by Landlord's insurance, or continuing; (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the Building, Landlord The Mortgagor shall have demonstrated to the right to terminate this Lease by giving written notice of such termination to Tenant within 90 days after the date of such Casualty in which event this Lease and the tenancy created hereunder shall terminate as reasonable satisfaction of the date of such notice and Rent shall Mortgagee that the Restoration can be completed at least six (except 6) months prior to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects to restore the Leased Premises at its expense.Maturity Date;

Casualty. (a) If the Leased Premises Building is totally destroyed or damaged by -------- fire, earthquake fire or other casualty (collectively, a "Casualty") and Landlord does not elect to terminate this Lease as herein provided, Landlord shall, subject to or if the terms hereof and obtaining all necessary public approvals and solely to the extent of net insurance proceeds actually received by Landlord (and free of all claims by Mortgagees and others and all expenses), and provided such Casualty is not due to the negligence or wrongful acts of Tenant, or any of Tenant's Agents (subject, however, to subrogation rights as set forth in Paragraph 10(d)), proceed in a reasonable manner to rebuild and restore the Leased Premises or such part thereof as may be destroyed Building is so damaged that rebuilding or damaged to as near its former conditions as circumstances will reasonably permit. During the period of such rebuilding and restoration, Base Rent shall, provided such Casualty is not due to the negligence or other wrongful acts of Tenant, or any of Tenant's Agents, be abated in the same ratio as the square footage of the portion of the Leased Premises rendered untenantable, to the extent, and so long as, however, the Leased Premises remains untenantable. If, however, Landlord shall reasonably determine that such destruction or damage repairs cannot be repaired completed within one hundred eighty (180) days after the date of such Casualtydamage, either Landlord or Tenant may elect to at its option terminate this Lease, in which event the Rent shall be abated during the unexpired portion of this Lease by giving written notice effective from the date of such election damage. If the Building or the Premises are damaged by fire, tornado or other casualty covered by Landlord's insurance, but only to Tenant such extent that rebuilding or repairs can be completed within 90 one hundred eighty (180) days after the date of such Casualty, in which event this Lease and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of such date of such Casualty. Tenant agrees to give notice to Landlord of any Casualty occurring in, ondamage, or about if the Leased Premises within 24 hours from the occurrence thereof. (b) If damage should be more serious but neither Landlord is required nor Tenant elects to repair the Leased Premises under the provisions of terminate this Section 14, Landlord's obligation shall be limited to the Landlord's Work, excluding, in any event, all alterations, fixtures or signs installed by Tenant and all floor coverings, furniture, equipment and decorations or other Tenant's Personal Property. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises to perform such work. (c) Anything contained herein to the contrary notwithstanding, if (i) the proceeds of Landlord's insurance (recovered or recoverable) as a result of any damage to the Leased Premises by any Casualty (exclusive of rent insurance) shall be insufficient to pay fully for the cost of repair of the Leased Premises, (ii) the Leased Premised shall be damaged by a Casualty which is not covered by Landlord's insurance, or (iii) the Building is more than fifty percent (50%) damaged by fire or other casualty (although the Leased Premises may not be affected) that Landlord decides in Landlord's sole and absolute discretion not to rebuild or construct the BuildingLease, Landlord shall have the right to terminate this Lease by giving written notice of such termination to Tenant within 90 ninety (90) days after the date of such Casualty in which event this Lease damage commence to rebuild or repair the Building and/or Premises and the tenancy created hereunder shall terminate as of the date of such notice and Rent shall (except to the extent Tenant has continued to make use of all or any of the Leased Premises) be abated as of the date of such Casualty. Notwithstanding the above, as to the event of (i) or (ii) above, if Landlord elects to terminate this Lease, the Tenant may prevent this termination if, within fifteen (15) days of the receipt of Landlord's notice of its election to terminate, that Tenant agrees at its sole expense to make the repairs and restoration work not covered by insurance and to continue its occupancy and tenancy under the Lease. In the event the Rent shall only ▇▇▇▇▇ to the date Tenant elects proceed with reasonable diligence to restore the Leased Building and/or Premises at to not less than substantially the same condition in which it was immediately prior to the casualty, except Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, fixtures and other improvements which may have been placed by Tenant in the Premises. There shall be a fair diminution of Rent during the time the Premises are unfit for occupancy, which shall be based on a good faith determination of the degree of the impairment to Tenant's use and enjoyment of the Premises. If any mortgagee under a deed to secure debt, security agreement or mortgage requires the insurance proceeds be applied against the mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall terminate upon notice to Tenant; however, Landlord shall notify Tenant within thirty (30) days after any such mortgagee gives a notice to Landlord of such election to apply such proceeds against the mortgage debt, of the fact that such mortgagee has done so. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its expensesole control.