Common use of Casualty Clause in Contracts

Casualty. If the Building should be damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If In the Building should event the Leased Premises shall be damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereofduring the Term, Landlord shall notify promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by Tenant whether to the Leased Premises) to substantially the same condition in which the same were immediately prior to such repairs can damage or destruction, and Landlord thereafter shall diligently prosecute said work to completion without delay or interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be made: (1) expected to be substantially completed within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) 180 days from the date of such notice. 11.1.1. Less Than 30 Days. If damage, (b) the damage to the Leased Premises is so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building should be is damaged only to such the extent that rebuilding of fifty percent (50%) or repairs can be reasonably completed more of the monetary value thereof and Landlord elects not to rebuild the Building, then either party may elect to terminate this Lease by giving written notice to the other party within thirty (30) daysdays of the date of such casualty. Furthermore, this Lease notwithstanding the foregoing, in no event shall not terminate andLandlord's obligation to repair, provided that restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair destroyed or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only damaged to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should Leased Premises cannot be damaged only occupied due to such extent casualty ("Untenantable Premises"), there shall be an abatement of Base Rent due Landlord by Tenant for the period of time commencing on the date of such casualty and continuing until the earlier of (a) the day that rebuilding Tenant re-occupies the Untenantable Premises, or repairs can be reasonably completed in more than (b) thirty (30) days but in less than ninety (90) days, then Landlord shall have following the option of: (1) terminating the Lease effective upon the occurrence completion of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to Landlord's repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancyobligation as above stated. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If 22.1 In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty ’s reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such 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 can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 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. 11.1.1. Less Than 30 Days. 22.2 If the Building should such repairs cannot, in Landlord’s reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and 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 have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by 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 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 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 Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant. The Rent payable hereunder , 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 abated proportionately from extended for the date Tenant vacates the Building only amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the extent rental abatement 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 and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) 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 Term. 22.6 In the event of 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 from Landlord regarding to remove forthwith, at its sole cost and expense, such portion of all of the time period property belonging to Tenant or its licensees from such portion or all of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Building or Premises as Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofrequest.

Casualty. If (i) If, at any time during the Term, the Building should shall be damaged in whole or destroyed in part by fire fire, the elements or other casualtycasualty (“Casualty”), Tenant, at Tenant's sole cost, shall repair said damage and restore the Building to substantially the same condition which existed immediately prior to the occurrence of such damage, subject, however, to the requirements of applicable and, to the extent the same does not unreasonably diminish the appraised value of the Property, the changing needs of the Tenant. As long as Tenant has complied with its insurance obligations hereunder, Tenant shall give immediate written notice have no obligation to Landlordexpend any sums greater than the amount of insurance proceeds actually received by Tenant plus the amount of any deductible under the policies of insurance. Within If tenant elects to self insure, Tenant shall make the money available for restoration on the same basis as if an insurance policy was in effect. (ii) In the case of a casualty impacting parking and/or access, the parties shall agree on a reasonable abatement, and if no agreement can be reached, either party may submit the matter to binding arbitration as permitted herein. (iii) The foregoing subparagraphs (i) and (ii) notwithstanding, if the Building, or any portion of the Property which Tenant, in its reasonable discretion, deems material, shall be partially or totally destroyed during the last 2 years of the initial term or during the last 2 years of any extension period, then, within thirty (30) days after receipt thereofsuch casualty, Landlord Tenant may terminate this Lease upon no fewer than 45 days prior written notice to Landlord, in which event this Lease shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from terminate on the date of specified in such notice. 11.1.1. Less Than 30 Days. If (b) In the Building event of a Lease termination as a result of a casualty, or should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty a “taking” (30as defined below) daysoccur, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder Tenant shall be abated proportionately from entitled to recover the date value of relocation and moving costs, any other costs and expenses incurred by Tenant, and the unamortized costs of its Tenant vacates the Building only improvements (“Tenant Improvements”) calculated as follows: Tenant shall be entitled to the extent rental abatement insurance proceeds are received actual cost of said Tenant Improvements multiplied by Landlord and a fraction, the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If numerator of which is the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, number of years remaining on the then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part current Term of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent denominator of which shall be abated from the date number of years remaining under the then current Term of the Lease at the time the Tenant vacates Improvements were purchased. [For example, if the Building. In Tenant Improvements cost $1000.00, there are 10 years left in the event that neither party elects Term of the Lease and there were 15 years left in the Term of the Lease when the Tenant Improvements were purchased and installed, Tenant would be entitled to terminate this Lease$667.00 ($1000.00 multiplied by a fraction, Landlord the numerator of which is 10 and the denominator of which is 15).] For purposes hereof, “Tenant Improvements” shall promptly commence and diligently prosecute to completion the repairs mean any improvements made to the Building , provided insurance proceeds are available to fully repair Property by the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofTenant.

Casualty. If the Building should be damaged or is totally destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty casualty or if the Premises or Building is so damaged that rebuilding or repairs cannot be completed within one hundred eighty (30180) days after receipt thereofthe date of such damage, Landlord or Tenant may at its option terminate this Lease, in which event the Rent shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days abated during the unexpired portion of this Lease effective from the date of such notice. 11.1.1. Less Than 30 Daysdamage. If the Building should be or the Premises are damaged by fire, tornado or other casualty covered by Landlord’s insurance, but only to such extent that rebuilding or repairs can be reasonably completed within thirty one hundred eighty (30180) daysdays after the date of such damage, or if the damage should be more serious but neither Landlord nor Tenant elects to terminate this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damageLease, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than within ninety (90) days, then Landlord shall have days after the option of: (1) terminating the Lease effective upon the occurrence date of such damage, 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 it was immediately prior to the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Buildingcasualty, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterationsfurniture, partitionsequipment, fixtures, additions fixtures and other improvements which may have been placed in, on or about by Tenant in the Building by or for the benefit of Tenant)Premises. The Rent payable hereunder There shall be abated proportionately from a fair diminution of Rent during the date Tenant vacates time the Building only to the extent rental abatement insurance proceeds Premises are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If any mortgagee under a deed to secure debt, security agreement or mortgage requires the Building should insurance proceeds be so damaged applied against the mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall terminate upon notice to Tenant; provided, however, that rebuilding or repairs cannot 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 completed within ninety (90) days, either carried by Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs against loss or damage to the Building , provided insurance proceeds are available or to fully repair the damage (except that Landlord Premises shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the sole benefit ofof the party carrying such insurance and under its sole control.

Casualty. Section 14.1 If (a) the Building should be Premises are damaged or destroyed by fire or other casualty, or (b) the Building (including any Building system) is damaged by fire or other casualty so that Tenant is deprived of reasonable access to the Premises or so that the Premises or any part of the Premises is unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises, Tenant shall give immediate written prompt notice to Landlord. Within thirty Subject to the provisions of this Article (30i) days Landlord shall, at Landlord’s expense, repair the damage to the Premises, excluding the damage to Tenant’s Work or Tenant’s Property and (ii) Tenant shall, at Tenant’s expense, promptly remove ▇▇▇▇▇▇’s Property from the Premises to the extent required by Landlord in connection with Landlord’s repair of the damage and shall promptly after receipt thereofLandlord's substantial completion of the repair to the Premises, commence to diligently repair Tenant's Work and Tenant's Property in order to resume its normal business in the Premises. Until the repairs to be performed by Landlord are substantially completed, the Rent shall notify be reduced in proportion to the area of the Premises to which Tenant whether such repairs can reasonably be made: shall not have reasonable access or which is unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises and which ▇▇▇▇▇▇ does not actually use. Section 14.2 If (1a) within thirty the Premises are rendered wholly untenantable, or (30b) days; the Premises are damaged by any cause which is not covered by Landlord’s insurance, or (c) the Premises are damaged in whole or in part during the last two (2) in more than thirty (30) days but in less than ninety (90) days; years of the Term, or (3d) in more than ninety (90) days from the date cost of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only repairing any damage to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by fire or for other casualty exceeds twenty-five percent (25%) of the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received replacement cost thereof, as reasonably estimated by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding a reputable contractor, architect or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysengineer selected by Landlord, then Landlord shall have the option of: right, by notice given to Tenant within sixty (160) terminating days following the Lease effective upon date of the occurrence of such damage, in which event to terminate this lease. If this lease is terminated pursuant to this Section, the Rent Term shall be abated from expire on the fifteenth (15th) day after the notice is given as fully and completely as if such date Tenant vacates were the Building; stated Expiration Date. Section 14.3 This Article constitutes an express agreement governing any damage to or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part destruction of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on Premises or about the Building by fire or for other casualty, and Section 227 of the benefit Real Property Law of Tenant). The Rent payable hereunder the State of New York, and any other similar Laws shall be abated proportionately from the date Tenant vacates the Building only have no application to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancya fire or other casualty. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. (a) In the event that, as a result of a casualty, whether (i) insured against by the State or (ii) intended and deemed by the State to be the subject of its general plan to provide against and cover such casualty or loss by self-insurance or self-retention, the Demised Premises is damaged without the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Lessee, or who are at the Demised Premises with the Lessee’s consent, so as to render the Demised Premises untenantable in whole or part, then: (1) If the Building should State finds that the necessary repairs or rebuilding can be damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty completed within ninety (3090) days after receipt thereofthe occurrence of the damage, Landlord the State shall notify Tenant whether such repairs can reasonably repair or rebuild with due diligence, and the Rent hereunder shall be madeabated only for the period from the occurrence of the damage to the earlier of: (1i) within thirty sixty (30) days; (2) in more than thirty (3060) days but in less than after the completion of the repairs or rebuilding, or (ii) the Lessee’s reopening for business at the Demised Premises, whether or not the work of repair or rebuilding is actually completed within the said ninety (90) days; or (3) in more than ninety (90) days from the date of such notice.or 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged State finds that such repairs or rebuilding or repairs cannot be completed within ninety (90) daysdays after the occurrence of the damage, or if the State concludes that areas other than the Demised Premises also require rebuilding, then the State shall have the options: (i) to proceed with due diligence to repair or to rebuild the Demised Premises as necessary; or (ii) to terminate this Lease as to the entire Demised Premises; and in the case of (i), the Rent hereunder shall be abated either Landlord or Tenant as the case may terminate by giving written notice within ten require for the period from the occurrence of the damage to the earlier of: (10a) sixty (60) days after notice from Landlord regarding the time completion of the repairs or rebuilding, or (b) the Lessee’s reopening for business at the Demised Premises, or for the period of repair; and this Lease and the Rent shall be abated from the occurrence of the damage to the effective date Tenant vacates the Buildingof termination. In the event that the casualty is due to the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Lessee, or who are at the Demised Premises with the Lessee’s consent, then, the State shall repair or rebuild the Demised Premises, with due diligence, at the Lessee’s sole cost and expense. The State’s cost thereof shall be paid within twenty (20) days of demand. (b) The Parties do hereby stipulate that neither party elects the provisions of Section 227 of the Real Property Law of the State of New York nor those of any other similar statute shall be extended or apply to this Lease Agreement. (c) The Lessee shall give the State immediate notice, in compliance with Section 16 of this Lease, in case of fire, accident or casualty to the Demised Premises or elsewhere in the Plaza if the occurrence elsewhere in the Plaza is known to and involves the Lessee, its officers, members, employees, agents, representatives, contractors, or is known to any of them and involves customers, guests or invitees of the Lessee. (d) In the event of a partial or total destruction of the Demised Premises, the Lessee shall immediately remove any and all of its property and debris from the Demised Premises or the portion thereof destroyed, and if the Lessee does not promptly so remove, the State may remove the Lessee's property to a public warehouse for deposit or retain the same in its own possession and sell the same at public auction, the proceeds of which shall be applied first to the expenses of removal, storage and sale, second to any sums owed by the Lessee to the State, with any balance remaining to be paid to the Lessee; if the expenses of such removal, storage and sale shall exceed the proceeds of sale, the Lessee shall pay such excess to the State upon demand. (e) The Lessee shall have the right to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair Lease if the damage is such that: (except that Landlord shall a) the Demised Premises cannot be (or are not) restored within one hundred eighty (180) days from the date of damage; (b) the damage or destruction is caused by a peril not required to rebuildbe insured against hereunder; or (c) the damage or destruction occurs during the last two (2) years of the Term (or any renewal, repair extension or replace holdover thereof) and the Lessee has not previously exercised any alterations, partitions, fixtures, additions and other improvements which option rights it may have been placed in, on or about the Building by or for the benefit ofsucceeding extension terms.

Casualty. If Upon the Building should be damaged occurrence of any casualty loss, damage or destroyed by fire or other casualtydestruction material to the operation of the Station prior to the Closing, Tenant Seller shall promptly give immediate Buyer written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) setting forth in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from detail the date extent of such notice. 11.1.1loss, damage or destruction and the cause thereof if known. Less Than 30 Days. If the Building should be damaged only Seller shall use its reasonable efforts to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available promptly commence and thereafter to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required diligently proceed to rebuild, repair or replace any alterationssuch lost, partitions, fixtures, additions and other improvements which may have been placed in, on damaged or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Buildingdestroyed property. In the event that neither party elects such repair or replacement is not fully completed prior to the Closing Date, Buyer may elect to postpone the Closing until Seller's repairs have been fully completed or to consummate the transactions contemplated hereby on the Closing Date, in which event Seller shall assign to Buyer the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs incurred by Seller to collect such amounts), if any, not previously expended by Seller to repair or replace the damaged or destroyed property (such assignment of proceeds to take place regardless of whether the parties close on the scheduled or deferred Closing Date) and Buyer shall accept the damaged Sale Assets in their damaged condition. In the event the loss, damage or destruction causes or will cause the Station to be off the air for more than seven (7) consecutive days or fifteen (15) total days, whether or not consecutive, then Buyer may elect either (i) to consummate the transactions contemplated hereby on the Closing Date, in which event Seller shall assign to Buyer the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney's fees, expenses and court costs, incurred by Seller to collect such amounts), if any, not previously expended by Seller to repair or replace the damaged or destroyed property, and Buyer shall accept the damaged Sale Assets in their damaged condition, or (ii) to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofAgreement.

Casualty. If In the event of total or partial destruction of the Building should be damaged or destroyed the Leased Premises by fire or other 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 made by Landlord, if any. Rent shall proportionately ▇▇▇▇▇ during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt 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 are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Notwithstanding anything to the contrary contained herein, if the damage to the Leased Premises or the Building is a partial casualty that effects more than twenty percent (20%) of the Leased Premises and has not been repaired and the Leased Premises made ready for occupancy within sixty (60) days after the date of the casualty, damage or destruction, then the Tenant shall give immediate have the right and option to terminate this Lease by giving written notice to Landlord at any time within fifteen (15) days after the end of such sixty (60) day period. Additionally, if the damage is to such an extent that it cannot reasonably be repaired and the Premises made ready for occupancy within sixty (60) days after the date of the casualty, damage or destruction, then Tenant may terminate this Lease within fifteen (15) days after the date of the casualty, damage or destruction by giving written notice to Landlord. Within thirty (30) days after receipt thereofFollowing any casualty loss which renders the Premises untenantable, Landlord Tenant shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days entitled to an abatement of rent from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding damage or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds destruction until the Premises are available to fully repair rendered tenantable notwithstanding any negligence on the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit part of Tenant. The Rent payable hereunder If only a portion of Premises is rendered untenantable, then Tenant's rent shall be partially abated proportionately from taking into account the date Tenant vacates diminution in value of the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 DaysPremises. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysthis Lease is terminated, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from prorated to the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterationscasualty, partitions, fixtures, additions damage or destruction and any prepaid Rent or other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder prepaid amounts shall be abated proportionately from the date Tenant vacates the Building only refunded to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancyTenant. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. (a) If at any time during the term of this Lease, including any extension or renewal thereof, the Building should be is damaged or destroyed by fire or other casualty, Tenant then, unless this Lease is terminated by Landlord as hereinafter provided, Landlord shall give immediate be obligated to promptly commence, and thereafter prosecute with reasonable diligence, the reconstruction, restoration and repair of the Building and the Premises to a condition substantially equivalent to that existing immediately prior to the casualty. If the damage renders the Premises inaccessible or untenantable in whole or in part, the Rent provided for herein shall ▇▇▇▇▇ thereafter as to the portion of the Premises so affected until such time as same is accessible and restored to a tenantable condition, as reasonably determined by Landlord. (b) If (i) the Building is damaged to an extent that Landlord’s good faith estimate of the cost of reconstruction, restoration and repair thereof exceeds sixty percent (60%) of the replacement cost of the Building, (ii) the reconstruction, restoration and repair of the Premises or the Building cannot with reasonable diligence be completed within two hundred seventy (270) days after the casualty, or (iii) the casualty occurs during the last twelve (12) calendar months of the term of this Lease, then in any such event Landlord shall have the right, exercisable by written notice given to Landlord. Within Tenant at any time within thirty (30) days after receipt thereofthe occurrence of the casualty, to elect not to reconstruct, restore or repair the Premises, and in such event this Lease shall be terminated in all respects effective as of the date of the casualty, all Rent shall be prorated to the date of the casualty, and the parties hereto shall be released from any obligations thereafter accruing under this Lease (except as otherwise provided herein). Notwithstanding the foregoing, in the event the Premises or the Building is damaged by a casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such casualty and Landlord shall notify estimates that the damage caused thereby cannot be repaired within two hundred ten (210) days after the casualty, which notice Landlord agrees to provide within forty-five (45) days after such casualty, then Tenant whether such repairs can reasonably be made: (1) may terminate this Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days after the notice from landlord of the date estimate of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only time needed to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage. (c) Notwithstanding anything contained in this Section 6.3, in no event shall Landlord shall repair the Building, except that Landlord shall not be required to rebuildexpend more to reconstruct, restore and repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for than the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are amount actually received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building property insurance carried by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancyLandlord. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If In the Building should be event that less than fifty percent (50%) of the Premises is damaged or destroyed by fire fire, the elements, or any other cause or casualty, Tenant Lessor shall give immediate proceed with due diligence to repair the Premises (excluding any Lessee Alterations) to a condition as nearly equivalent as practicable to their condition immediately prior to such damage or destruction. Within fifteen (15) days of such damage or destruction, Lessor shall notify Lessee if the same can be so repaired within sixty (60) days of such damage or destruction. If such repairs are not, or if Lessor notifies Lessee that the same cannot be, completed as aforesaid within said sixty (60)-day period (including any and all periods of Excusable Delay), Lessee may, at Lessee's option, terminate this Lease as of the date of such damage or destruction upon written notice to LandlordLessor given no less than five (5) business days after Lessee's receipt of Lessor's notice or the expiration of said sixty (60)-day period, as the case may be. Upon termination of this Lease, all Rent paid in advance shall be apportioned as of the date of the damage or destruction. In the event that more than fifty percent (50%) of the Premises is damaged or destroyed by fire, the elements, or other cause or casualty, Lessor or Lessee shall have the option to terminate this Lease upon written notice given to the other party no later than ten (10) business days after the date of the occurrence of such damage or destruction. Any such termination shall be effective as of the date of such damage or destruction. If neither party elects to exercise its option to terminate, Lessor shall proceed with due diligence to repair the Premises (excluding any Lessee Alterations) to a condition as nearly equivalent as practicable to their condition immediately prior to such damage or destruction. Within thirty fifteen (3015) days after receipt thereofof such damage or destruction, Landlord Lessor shall notify Tenant whether such repairs Lessee if the same can reasonably be made: (1) so repaired within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from of such damage or destruction. If such repairs are not, or if Lessor notifies Lessee that the same cannot be, completed as aforesaid within said ninety (90)-day period (including any and all periods of Excusable Delay), Lessee may, at Lessee's option, terminate this Lease as of the date of such notice. 11.1.1damage or destruction upon written notice to Lessor given no less than five (5) business days after Lessee's receipt of Lessor's notice or the expiration of said ninety (90)-day period, as the case may be. Less Than 30 DaysUpon termination of this Lease, all Rent paid in advance shall be apportioned as of the date of the damage or destruction. If A just proportion of the Building should be damaged only Rent according to such the nature and extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair of the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder damage shall be abated proportionately from until the date Tenant vacates the Building only completion of any restoration performed by Lessor pursuant to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancythis Section 11. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If the Premises or the Project is damaged or destroyed, in whole or in part, by fire or other casualty at any time during the Term and if, after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for the Authorized Use for which the Premises were leased to Tenant hereunder, and within sixty (60) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord provides notice to Tenant that the Premises, as improved to the extent of the Building should Standard improvements existing immediately prior to such destruction or casualty, cannot be repaired or rebuilt to the condition which existed immediately prior to such destruction or casualty within two hundred forty (240) days following the date of such destruction or casualty, then either Landlord or Tenant may by written notice to the other within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of the negligence or willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such damage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed for the Authorized Use and to substantially the same extent as Tenant used the Premises prior thereto. If this Lease is not terminated pursuant to the foregoing, then upon receiving the available insurance proceeds, Landlord shall restore or replace the damaged or destroyed portions of the Premises, as improved to the extent of the Building Standard improvements existing immediately prior to such destruction or casualty, or Project; Tenant shall restore or replace the improvements to the Premises required to be insured by Tenant hereunder; and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable, and except that the Term shall be extended by a length of time equal to the period beginning on the date of such damage or destruction and ending upon completion of such restoration or replacement. Landlord shall restore or replace the damaged or destroyed portions of the Premises or Project that Landlord is required to restore or replace hereunder within a reasonable time, subject to Force Majeure Events and the availability of insurance proceeds. If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate on the date which is thirty (30) days following the date of the notice of termination as if the Term hereof had been scheduled to expire on such date, and, except for obligations which are expressly stated herein to survive the expiration or earlier termination of this Lease, neither party shall have any liability to the other party as a result of such termination. Landlord shall not be obligated to repair any damage to Above Standard improvements or fixtures, Tenant’s inventory, trade fixtures or other personal property. If the Premises or any portion of the Project are damaged or destroyed by fire or other casualtycasualty caused by the negligence or willful misconduct of Tenant, Tenant its employees, agents, contractors, or invitees, then any repair or restoration of the Premises by Landlord pursuant to the terms of this Section shall give immediate written notice be at Tenant’s sole cost and expense. Notwithstanding anything in this Section to Landlord. Within thirty (30) days after receipt thereofthe contrary, Landlord shall notify Tenant whether such repairs can reasonably be made: have no obligation to repair or restore the Premises or the Project on account of damage resulting from any casualty which occurs during the last twelve (112) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; months of the Term, or (3) in more than ninety (90) days from if the date estimated cost of such notice. 11.1.1. Less Than 30 Days. If repair or restoration would exceed fifty percent (50%) of the reasonable value of the Building should be damaged only prior to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysthe casualty. The abatement of Rent, if applicable hereunder, and termination of this Lease shall not terminate andby Tenant, provided that insurance proceeds if applicable hereunder, are the sole remedies available to fully repair Tenant in the damage, Landlord shall repair event the Building, except that Landlord shall not be required to rebuild, repair Premises or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on the Project is damaged or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damagedestroyed, in which event the Rent shall be abated from the date Tenant vacates the Building; whole or (2) electing to repair the Buildingin part, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair by fire or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancycasualty. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If In the Building should event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Site is damaged by fire or destroyed other casualty so that such damage to Premises or Site may reasonably be expected to substantially disrupt LICENSEE’S operations at the Premises for more than forty-five (45) days, then LICENSEE may at any time following such fire or other casualty, provided LICENSOR has not completed within such forty-five (45) days the restoration required to permit LICENSEE to resume its operation at the Premises, terminate the applicable SLA by providing prior written notice to LICENSOR. Any such notice of termination shall cause such SLA to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of the applicable SLA, and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under the SLA. In the event of damage or destruction that does not result in termination of the applicable SLA, LICENSEE shall have the right to place a temporary antenna facility and related facilities on the Site during such repair and reconstruction to enable LICENSEE to continue operations without interruption, subject to approval of LICENSEE’S plans by LICENSOR pursuant to Section 10 of this MLA. Notwithstanding the foregoing, all License Fees shall a▇▇▇▇ during the period of such disruption to LICENSEE’S operations. Notwithstanding the foregoing, if the Premises at any Interim Site are damaged by fire or other casualty, Tenant LICENSOR shall give immediate not be obligated to repair the Premises and may instead terminate the SLA at no cost to LICENSEE for such Interim Site for convenience by providing written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such noticeLICENSEE. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. (a) If the Building should Improvements shall be damaged or totally destroyed by fire or other casualtyby extended coverage perils, Tenant they shall give immediate written notice be repaired or restored according to Landlordthe provisions contained in this Section, at the cost and expense of Lessee. Within thirty Lessor shall not be required to contribute in any way toward such repair, and the Improvements involved shall be repaired to a condition which is comparable as nearly as possible to their condition just prior to the damage, subject to applicable law at the time. (30b) In the event of a partial or total destruction of the Improvements on the Leased Premises, Lessee shall repair, restore or reconstruct the affected Improvements within one hundred eighty (180) days after the receipt thereofby Lessee of fire insurance proceeds, Landlord subject to force majeure, or within a reasonable additional extension period which may be required, to a condition comparable to their condition just prior to such destruction, subject to applicable law at the time. Lessor shall notify Tenant whether promptly endorse any checks payable to Lessor in connection with such repairs can proceeds and shall deliver the same to Lessee or the Insurance Trustee, as the case may be. The proceeds of any such insurance shall be payable as follows: (i) to Lessee to the extent of proceeds not exceeding $_____________, which proceeds ▇▇▇▇▇▇ agrees shall be received in trust to pay the costs of restoration or shall be payable by Lessee, if it so elects, to its sublessee in trust to pay the cost of restoration. (ii) the entire proceeds, in the event the proceeds exceed $____________, to the Insurance Trustee. (c) Upon receipt by the Insurance Trustee of: (i) A certificate of Lessee (a "Repair Certificate'") dated not more than twenty (20) days prior to the date of such receipt (A) requesting the payment of a specified amount of such insurance monies; (B) describing in reasonable detail the work and materials applied to the restoration or replacement of the damaged or destroyed Improvements since the date of the last Repair Certificate of Lessee; (C) stating that such specified amount does not exceed the cost of such work and materials; and (D) stating that such work and materials have not previously been made the basis of any request for or any withdrawal of money; (ii) A certificate of an independent engineer or an independent architect designated by ▇▇▇▇▇▇, who in either case shall be duly licensed and shall be approved by Lessor (which approval shall not be unreasonably withheld, conditioned or delayed) stating (A) that the work and materials described in the accompanying certificate of Lessee were satisfactorily performed and furnished and were necessary, appropriate or desirable to the restoration or replacement of the damaged or destroyed Improvements, in accordance with the plans and specifications therefor; (B) that the amount specified in such Lessee's Repair Certificate is not in excess of the cost of such work and materials; and (C) the estimated additional amount, if any, required to complete the restoration or replacement of the damaged or destroyed Improvements; (iii) A written opinion of counsel, who may be counsel for Lessee, reasonably satisfactory to Lessor, dated not earlier than Lessee's Repair Certificate, or, at the option of Lessee, an endorsement of Lessor's title insurance policy or an updated title insurance policy from a title insurance Lessee acceptable to Lessor, to the effect that, as of the date thereof the Leased Premises is not subject to any mechanics' lien or other lien or encumbrance (other than the Leasehold Mortgage) caused by Lessee, its subcontractors, or their respective employees, contractors or agents; the Insurance Trustee shall pay to Lessee the amount requested; provided, however, that the balance of insurance monies deposited with the Insurance Trustee shall not be made: reduced below the amount specified in such certificate of the independent engineer or the independent architect as the amount required to complete the restoration or replacement of the damaged or destroyed Improvements. Each such payment shall be held by Lessee in trust and shall be used solely for the payment of the costs described in ▇▇▇▇▇▇'s Repair Certificate (1or to reimburse Lessee for any portion of such costs which ▇▇▇▇▇▇ has advanced from its own funds). If there shall remain on deposit with the Insurance Trustee any balance of insurance monies after any damaged or destroyed portions of the Improvements shall have been completely restored or replaced, as evidenced by a certificate of such independent engineer or independent architect delivered to the Insurance Trustee, such balance of insurance monies shall be paid to Lessee, provided no Event of Default shall then exist hereunder. Concurrently with ▇▇▇▇▇▇'s delivery to the Insurance Trustee of each of the foregoing certificates and/or legal opinions, Lessee shall deliver duplicate copies thereof to Lessor. Notwithstanding anything to the contrary set forth in this subsection, the Insurance Trustee shall make no further payment of insurance proceeds to Lessee following receipt of a notice from Lessor that an Event of Default exists under this Agreement until and unless instructed by Lessor that such Event of Default has been cured. Lessor shall promptly endorse any checks payable to the order of Lessor in connection with such insurance proceeds and shall deliver the same to Lessee or to the Insurance Trustee, as the case may be. (d) within thirty Anything contained in this Section to the contrary notwithstanding, in the event that either (30i) days; a total or substantial destruction of the Project shall occur at any time during the last two (2) in more than thirty (30) days but in less than ninety (90) days; years of the Term of this Agreement, or (3ii) at any time during the Term a total or substantial destruction occurs but, by reason of a change in more than law, the Lessee is unable to build the Project as large as existed formerly and Lessee shall notify Lessor that Lessee's Board of Directors has determined in good faith that the leasable area after reconstruction will not be sufficient to make the operation of the Project economically viable, Lessee may elect not to repair, restore or reconstruct the Improvements by sending written notice of such election to Lessor within ninety (90) days from after the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord destruction shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Buildingoccurred. In the event that neither party elects Lessee shall so elect not to repair, restore or reconstruct, the lease hereby created shall cease as of the date of said destruction, Lessee shall pay all Rent due as of the date of said destruction, and there shall be no further liability of either Party except for those obligations which expressly survive the expiration or termination of this Agreement. In such event, the insurance proceeds shall be applied in the following order of priority: To payment of the Leasehold Mortgage; Remainder to Lessor. (e) In the event any restoration contemplated in this Section is required during the term of any sublease and the subcontractors thereunder is obligated therefor, provided such subcontractors does not exercise any right to terminate this Leaseits sublease on account of the casualty necessitating such restoration, Landlord the provisions governing such casualty under the applicable sublease shall promptly commence and diligently prosecute to completion the repairs to the Building , control provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or such sublease provisions provide for the benefit ofrestoration of the subleased Premises to a condition comparable to their condition immediately preceding such casualty, subject to applicable law at the time of such restoration.

Casualty. (a) If the Building should Improvements shall be damaged or totally destroyed by fire or other casualtyby extended coverage perils, Tenant they shall give immediate written notice be repaired or restored according to Landlordthe provisions contained in this Section, at the cost and expense of Lessee. Within thirty Lessor shall not be required to contribute in any way toward such repair, and the Improvements involved shall be repaired to a condition which is comparable as nearly as possible to their condition just prior to the damage, subject to applicable law at the time. (30b) In the event of a partial or total destruction of the Improvements on the Leased Premises, Lessee shall repair, restore or reconstruct the affected Improvements within one hundred eighty (180) days after the receipt thereofby Lessee of fire insurance proceeds, Landlord subject to force majeure, or within a reasonable additional extension period which may be required, to a condition comparable to their condition just prior to such destruction, subject to applicable law at the time. Lessor shall notify Tenant whether promptly endorse any checks payable to Lessor in connection with such repairs can proceeds and shall deliver the same to Lessee or the Insurance Trustee, as the case may be. The proceeds of any such insurance shall be payable as follows: (i) to Lessee to the extent of proceeds not exceeding $_____________, which proceeds ▇▇▇▇▇▇ agrees shall be received in trust to pay the costs of restoration or shall be payable by Lessee, if it so elects, to its sublessee in trust to pay the cost of restoration. (ii) the entire proceeds, in the event the proceeds exceed $____________, to the Insurance Trustee. (c) Upon receipt by the Insurance Trustee of: (i) A certificate of Lessee (a "Repair Certificate'") dated not more than twenty (20) days prior to the date of such receipt (A) requesting the payment of a specified amount of such insurance monies; (B) describing in reasonable detail the work and materials applied to the restoration or replacement of the damaged or destroyed Improvements since the date of the last Repair Certificate of Lessee; (C) stating that such specified amount does not exceed the cost of such work and materials; and (D) stating that such work and materials have not previously been made the basis of any request for or any withdrawal of money; (ii) A certificate of an independent engineer or an independent architect designated by ▇▇▇▇▇▇, who in either case shall be duly licensed and shall be approved by Lessor (which approval shall not be unreasonably withheld, conditioned or delayed) stating (A) that the work and materials described in the accompanying certificate of Lessee were satisfactorily performed and furnished and were necessary, appropriate or desirable to the restoration or replacement of the damaged or destroyed Improvements, in accordance with the plans and specifications therefor; (B) that the amount specified in such Lessee's Repair Certificate is not in excess of the cost of such work and materials; and (C) the estimated additional amount, if any, required to complete the restoration or replacement of the damaged or destroyed Improvements; (iii) A written opinion of counsel, who may be counsel for Lessee, reasonably satisfactory to Lessor, dated not earlier than Lessee's Repair Certificate, or, at the option of Lessee, an endorsement of Lessor's title insurance policy or an updated title insurance policy from a title insurance Lessee acceptable to Lessor, to the effect that, as of the date thereof the Leased Premises is not subject to any mechanics' lien or other lien or encumbrance (other than the Leasehold Mortgage) caused by Lessee, its subcontractors, or their respective employees, contractors or agents; the Insurance Trustee shall pay to Lessee the amount requested; provided, however, that the balance of insurance monies deposited with the Insurance Trustee shall not be made: reduced below the amount specified in such certificate of the independent engineer or the independent architect as the amount required to complete the restoration or replacement of the damaged or destroyed Improvements. Each such payment shall be held by Lessee in trust and shall be used solely for the payment of the costs described in ▇▇▇▇▇▇'s Repair Certificate (1or to reimburse Lessee for any portion of such costs which ▇▇▇▇▇▇ has advanced from its own funds). If there shall remain on deposit with the Insurance Trustee any balance of insurance monies after any damaged or destroyed portions of the Improvements shall have been completely restored or replaced, as evidenced by a certificate of such independent engineer or independent architect delivered to the Insurance Trustee, such balance of insurance monies shall be paid to Lessee, provided no Event of Default shall then exist hereunder. Concurrently with ▇▇▇▇▇▇'s delivery to the Insurance Trustee of each of the foregoing certificates and/or legal opinions, Lessee shall deliver duplicate copies thereof to Lessor. Notwithstanding anything to the contrary set forth in this subsection, the Insurance Trustee shall make no further payment of insurance proceeds to Lessee following receipt of a notice from Lessor that an Event of Default exists under this Agreement until and unless instructed by Lessor that such Event of Default has been cured. Lessor shall promptly endorse any checks payable to the order of Lessor in connection with such insurance proceeds and shall deliver the same to Lessee or to the Insurance Trustee, as the case may be. (d) within thirty Anything contained in this Section to the contrary notwithstanding, in the event that either (30i) days; a total or substantial destruction of the Project shall occur at any time during the last two (2) in more than thirty (30) days but in less than ninety (90) days; years of the Term of this Agreement, or (3ii) at any time during the Term a total or substantial destruction occurs but, by reason of a change in more than law, the Lessee is unable to build the Project as large as existed formerly and Lessee shall notify Lessor that Lessee's Board of Directors has determined in good faith that the leasable area after reconstruction will not be sufficient to make the operation of the Project economically viable, Lessee may elect not to repair, restore or reconstruct the Improvements by sending written notice of such election to Lessor within ninety (90) days from after the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord destruction shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Buildingoccurred. In the event that neither party elects Lessee shall so elect not to repair, restore or reconstruct, the lease hereby created shall cease as of the date of said destruction, Lessee shall pay all Rent due as of the date of said destruction, and there shall be no further liability of either Party except for those obligations which expressly survive the expiration or termination of this Agreement. In such event, the insurance proceeds shall be applied in the following order of priority: To payment of the Leasehold Mortgage; Remainder to Lessor. In the event any restoration contemplated in this Section is required during the term of any sublease and the subcontractors thereunder is obligated therefor, provided such subcontractors does not exercise any right to terminate this Leaseits sublease on account of the casualty necessitating such restoration, Landlord the provisions governing such casualty under the applicable sublease shall promptly commence and diligently prosecute to completion the repairs to the Building , control provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or such sublease provisions provide for the benefit ofrestoration of the subleased Premises to a condition comparable to their condition immediately preceding such casualty, subject to applicable law at the time of such restoration.

Casualty. If 22.1 In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty ’s reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such 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 can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 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. 11.1.1. Less Than 30 Days. 22.2 If the Building should such repairs cannot, in Landlord’s reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and 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 have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by 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 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 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 Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant. The Rent payable hereunder ; 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 abated proportionately from extended for the date Tenant vacates the Building only amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the extent rental abatement 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 and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) 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 Term. 22.6 In the event of 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 from Landlord regarding to remove forthwith, at its sole cost and expense, such portion of all of the time period property belonging to Tenant or its licensees from such portion or all of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Building or Premises as Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofrequest.

Casualty. If 22.1 In the event that the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty ’s reasonable estimation such damage can be materially restored within two hundred forty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90240) days from the date of such noticefire or other cause, 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 damage and continuing until the earlier of (a) sixty (60) days following the date that the Premises or the Building (as the case may be) have been materially restored (subject, in any case, to the terms and provisions of Section 22.7 below), or (b) the date upon which Tenant has taken occupancy of the Premises for the conduct of its business. 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, except that if (i) such casualty materially and adversely interferes with Tenant’s use of more than fifty percent (50%) of the Premises for the conduct of its business, (ii) such damage by fire other cause was not the result of Tenant’s negligence or willful misconduct, and (iii) Tenant, as a result of such interference, ceases using the entire Premises, then rent shall be abated entirely. 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 (the “Target Restoration Date”). For purposes of this Lease, the Building or 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. 11.1.122.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within two hundred forty (240) days of the date of such fire or other cause, 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. Less Than 30 Days. If In the Building should be damaged only to event of the giving of such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysnotice, this Lease shall not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any paneling, decorations, partitions, fixturesadditions, additions and railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant, including, without limitation, the Tenant Improvements. Any insurance which may have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by or Premises shall be for the sole benefit of Tenant. The Rent payable hereunder 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 forty-five (45) days after the Target Restoration Date, 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 Target Restoration Date, 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 Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant or reasons of Force Majeure, then the Target Restoration Date shall be abated proportionately from extended for the date Tenant vacates amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained in this Article, Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises or the Building only and both Landlord and Tenant shall have the right to terminate this Lease when the extent rental abatement 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. Additionally, in the event that the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or the Building requires that a substantial portion of the insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) 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 Term. Landlord shall use reasonable efforts to require any such holder to make such determination as soon as is reasonably practicable and shall keep Tenant informed of such developments at reasonable intervals. 22.6 In the event of 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 from Landlord regarding to remove forthwith, at its sole cost and expense, such portion of all of the time period property belonging to Tenant or its licensees from such portion or all of repair; and this Lease and the Rent Building or Premises as Landlord shall be abated from the date Tenant vacates the Building. request. 22.7 In the event that neither party elects the Premises or the Building are damaged by fire or other cause and Landlord has proceeded with the restoration of such damage pursuant to terminate this LeaseSection 22.1, Landlord shall promptly commence permit Tenant, Tenant’s employees and diligently prosecute Tenant’s contractors which have been reasonably approved by Landlord to completion enter the repairs Premises within a reasonable time prior to the Building substantial completion of Landlord’s restoration work in order that Tenant may do any work that may be necessary to restore the Tenant Improvements in the Premises to make the Premises ready for Tenant’s occupancy. Such entry shall be subject to the condition that Tenant and Tenant’s contractors work in harmony and not interfere with Landlord, provided Landlord’s contractors and their agents and subcontractors in doing their work or with any other tenants and occupants of the Building. If at any time such entry shall cause or threaten to cause such disharmony or interference, Landlord, in its reasonable discretion, shall have the right to withdraw and cancel such license upon twenty-four (24) hours written notice to Tenant and any further prior entry shall be prohibited until Tenant shall have cured the source of any such disruption or disharmony. Tenant agrees that any entry into and any occupation of the Premises shall be deemed to be under all of the terms, covenants, conditions and provisions of the Lease (including, without limitation, Tenant’s compliance with the insurance proceeds are available requirements of Article 11 of this Lease), except Tenant shall have no obligation to fully repair pay the damage Monthly Installment of Rent or any form of additional rent until the date which is specified in subsections (except a) and (b) in Section 22.1. In addition to any other conditions or limitations on such license to enter the Premises during such restoration period, Tenant expressly agrees that neither it nor any of Tenant’s contractors shall enter the Premises during such restoration period unless and until each of them shall furnish such assurances to Landlord, including but not limited to, insurance coverages, waivers of lien, surety company performance bonds and personal guaranties of individuals of substance, as Landlord shall not be required reasonably require to rebuildprotect Landlord against any loss, repair casualty, liability, liens or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofclaims.

Casualty. If the Building should be is damaged or destroyed by fire or other casualty, and if the proceeds received from the insurance policies maintained by Landlord therefor are sufficient to pay for the necessary repairs, and the Building can be fully repaired within six (6) months after such casualty occurred, this Lease shall remain in effect and Landlord shall repair the damage within such six (6) month period, subject to delays beyond Landlord’s control. If the insurance proceeds received by Landlord are not sufficient to pay the entire cost of repair, or no proceeds are payable with respect to such casualty, or the Building cannot be fully repaired within six (6) months after the casualty occurred, Landlord may elect either to (i) terminate this Lease, provided Landlord shall so notify Tenant shall give immediate written notice to Landlord. Within within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damagecasualty, or (ii) repair the damage as soon as reasonably possible, in which event this Lease shall remain in full force and effect; but if Landlord elects not to terminate this Lease, Tenant shall then have the Rent shall be abated from right to terminate this Lease if the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs Premises cannot be completed fully repaired within ninety nine (909) daysmonths after such casualty occurred. Tenant’s notification, either Landlord or Tenant may terminate by giving written notice if any, shall be required within ten (10) days after notice from Landlord’s notice. In addition to the foregoing, if the damage to the Building occurs during the last two (2) years of the Lease Term, Landlord regarding the time period of repair; and may elect to terminate this Lease and as of the Rent date the damage occurred in any event. If this Lease is not terminated following a casualty, rent shall be abated ▇▇▇▇▇ from the date of the occurrence in the proportion that the area of the portion of the Premises rendered unusable by such casualty bears to the entire area of the Premises. The abatement shall continue until the portion of the Premises which ICM: 09/18/02 FORM: AmberJc2.meb Rev. 09/18/02 MTNT-Msty-Office G+TE – AJ Lease F:\wpdata\meb2\Leases\ValeritasLse3.doc 10/16/09 5:30p.m. 9 shall have been damaged shall be rebuilt or repaired. Tenant vacates waives the Building. In protection of any law which grants a tenant the right to terminate a lease in the event of the substantial destruction of a leased property, and agrees that neither party elects to terminate the provisions of this Lease, Landlord paragraph shall promptly commence and diligently prosecute to completion govern in the repairs to event of any substantial destruction of the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofPremises.

Casualty. (a) If the Building should be damaged Leased Premises are partially or totally destroyed by due to fire or other casualty, Landlord shall diligently repair the Improvements, and Rent shall ▇▇▇▇▇ proportionately to the portion of the Leased Premises, if any, rendered untenantable from the date of the casualty until Landlord’s repairs have been substantially completed. Tenant agrees that during any period of reconstruction or repair of the Leased Premises, it will continue the operation of the Leased Premises to the extent reasonably practicable. (b) Notwithstanding anything to the contrary contained herein, if the casualty damage to the Leased Premises is such that in the reasonable opinion of a reputable general contractor retained by Landlord (which Landlord shall give immediate written provide to Tenant within forty-five (45) days after the date of the damage or destruction), such reconstruction or repair cannot be completed within two hundred seventy (270) days after the date of the damage or destruction (the “Repair Period”), Landlord or Tenant may, at its option, terminate this Lease on notice to Landlord. Within the other party within thirty (30) days after receipt thereofLandlord delivers to Tenant such general contractor’s opinion, and Tenant shall deliver vacant possession of the Leased Premises in accordance with the terms of this Lease. (c) In addition, if this Lease is not terminated pursuant to the termination rights set forth above, and Landlord’s reconstruction or repair of the Premises is not completed within the Repair Period, then Tenant shall have the right to terminate this Lease by written notice to Landlord shall notify Tenant whether such repairs can reasonably be made: (1) delivered within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from after the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part expiration of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancyRepair Period. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. (a) If the Building should Premises or any portion thereof shall be damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to rendering the same materially unfit for the operation of the business of Tenant, and if, in the Landlord. Within thirty (30) days after receipt thereof’s reasonable judgment, Landlord shall notify Tenant whether such repairs can the same cannot reasonably be made: repaired or restored within one hundred twenty (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90120) days from the date of commencement of such notice. 11.1.1. Less Than 30 Days. If repair or restoration, or if Landlord shall not be obligated to restore the Building should be damaged only Premises by reason of the terms of subsection (b) below and shall elect not to restore the same, then this Lease shall cease and terminate from the date of such extent that rebuilding or repairs can damage, provided that, if any such restoration by Landlord shall not have been completed within such one hundred twenty (120) day period, then Landlord shall have such additional time as may be reasonably completed within thirty necessary to complete such restoration, provided that such additional time does not exceed one hundred twenty (30120) days, and if so completed, this Lease shall not terminate andbe terminated. If this Lease shall so terminate, provided Tenant shall pay Rent apportioned to the time of the damage (or such later date as Tenant may cease any use of the Premises) and shall immediately surrender the Premises to Landlord, without further liability or obligation of Tenant and Landlord hereunder, provided, however, that insurance proceeds are available nothing contained herein shall release Tenant from any liability or obligation arising or incurred prior to fully the time of such damage or casualty and Tenant’s cessation of use of the Premises. (b) If Landlord shall have determined that any such damage can be repaired within a period of one hundred twenty (120) days from the date of commencement of such repair the damageor restoration, or if this Lease shall not have been terminated as hereinabove provided, then in either such event, Landlord shall re-enter and repair said damage and the BuildingRent shall be equitably abated for the period during which such repairs are being made, except provided that Landlord shall not be required have any obligation to rebuild, repair or replace any alterations, partitions, fixtures, additions portion of the Premises other than the improvements originally erected or installed by Landlord at its expense and in place at the time of such fire or other improvements which may have been placed in, on or about the Building by or for the benefit of Tenantcasualty. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only Notwithstanding anything in this Lease to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) dayscontrary, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required obligated to rebuild, repair or replace make any part restoration and Tenant shall not be obligated to accept any restoration and either party may instead terminate this Lease if (1) such casualty shall (A) occur during the last three (3) years of the alterationsthen applicable Term, partitionsincluding any extended Term, fixtures, additions and other improvements (exclusive of any unexercised options to extend the Term which may have been placed inbe provided in this Lease, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) daysunless, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from demand made by Landlord regarding after such casualty, Tenant shall elect to extend the time period Term to the extent permitted by the terms of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord and as a result thereof there shall promptly commence then be in excess of three (3) years remaining in the Term) and diligently prosecute to completion (B) exceeds twenty (20%) of the repairs to usable space of the Building or otherwise prevents Tenant from conducting Tenant’s business at the Premises as Tenant had previously conducted its business, provided or (2) there may not be adequate insurance proceeds are available for use by Landlord (by reason of the requirements of Landlord’s mortgage or otherwise) to fully repair pay in full the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofcost of such restoration.

Casualty. If 22.1 In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty 's reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such 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 can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 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. 11.1.1. Less Than 30 Days. 22.2 If the Building should such repairs cannot, in Landlord's reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and 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 have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by 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 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 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 Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant. The Rent payable hereunder , 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 abated proportionately from extended for the date Tenant vacates the Building only amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the extent rental abatement 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 and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord's notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) 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 Term. 22.6 In the event of 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 from Landlord regarding to remove forthwith, at its sole cost and expense, such portion of all of the time period property belonging to Tenant or its licensees from such portion or all of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Building or Premises as Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofrequest.

Casualty. If Upon the Building should be occurrence of any casualty loss, damage or destruction material to the operation of the Entravision Stations or the Sale Assets prior to the Closing, the Entravision Parties shall promptly give the Univision Parties written notice setting forth in detail the extent of such loss, damage or destruction and the cause thereof if known. The Entravision Parties shall at their sole cost and expense (up to a maximum of $1,000,000) use commercially reasonable efforts to promptly commence and thereafter to diligently proceed to repair or replace any such lost, damaged or destroyed by fire property. If such repair or other casualtyreplacement is not fully completed prior to the Closing Date, Tenant shall give immediate written notice the Univision Parties may elect at their sole option to Landlord. Within thirty postpone the Closing until the Entravision Parties’ repairs have been fully completed (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than not to exceed ninety (90) days; ) or to consummate the Transactions on the Closing Date, in which event (31) the Entravision Parties shall assign to the Univision Parties the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney’s fees, expenses and court costs incurred by the Entravision Parties to collect such amounts), if any, not previously expended by the Entravision Parties to repair or replace the damaged or destroyed property (such assignment of proceeds to take place regardless of whether the parties close on the scheduled or deferred Closing Date) and (2) the Univision Parties shall accept the damaged Sale Assets in more than their damaged condition provided that the Entravision Parties have satisfied their insurance obligations in Section 5.1(b) hereof. If the Entravision Parties are unable to complete the repairs within such ninety (90) days from day period, the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord Univision Parties shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofAgreement.

Casualty. (a) If the Building should Premises or any portion thereof shall be damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to rendering the same materially unfit for the operation of the business of Tenant, and if, in the Landlord. Within thirty (30) days after receipt thereof’s reasonable judgment, Landlord shall notify Tenant whether such repairs can the same cannot reasonably be made: repaired or restored within one hundred twenty (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90120) days from the date of commencement of such notice. 11.1.1. Less Than 30 Days. If repair or restoration, or if Landlord shall not be obligated to restore the Building should be damaged only Premises by reason of the terms of subsection (b) below and shall elect not to restore the same, then this Lease shall cease and terminate from the date of such extent that rebuilding or repairs can damage, provided that, if any such restoration by Landlord shall not have been completed within such one hundred twenty (120) day period, then Landlord shall have such additional time as may be reasonably completed within thirty necessary to complete such restoration, provided that such additional time does not exceed one hundred twenty (30120) days, and if so completed, this Lease shall not terminate andbe terminated. If this Lease shall so terminate, provided Tenant shall pay Rent apportioned to the time of the damage (or such later date as Tenant may cease any use of the Premises) and shall immediately surrender the Premises to Landlord, without further liability or obligation of Tenant and Landlord hereunder, provided, however, that insurance proceeds are available nothing contained herein shall release Tenant from any liability or obligation arising or incurred prior to fully the time of such damage or casualty and Tenant’s cessation of use of the Premises. (b) If Landlord shall have determined that any such damage can be repaired within a period of one hundred twenty (120) days from the date of commencement of such repair the damageor restoration, or if this Lease shall not have been terminated as hereinabove provided, then in either such event, Landlord shall re-enter and repair said damage and the BuildingRent shall be equitably abated for the period during which such repairs are being made, except provided that Landlord shall not be required have any obligation to rebuild, repair or replace any alterationsportion of the Premises other than the improvements originally erected or installed by Landlord at its expense and in place at the time of such fire or other casualty, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only Notwithstanding anything in this Lease to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) dayscontrary, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required obligated to rebuild, repair or replace make any part restoration and Tenant shall not be obligated to accept any restoration and either party may instead terminate this Lease if(1) such casualty shall (A) occur during the last three (3) years of the alterationsthen applicable Term, partitionsincluding any extended Term, fixtures, additions and other improvements (exclusive of any unexercised options to extend the Term which may have been placed inbe provided in this Lease, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) daysunless, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from demand made by Landlord regarding aftersuch casualty, Tenant shall elect to extend the time period Term to the extent permitted by the terms of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord and as a result thereof there shall promptly commence then be in excess of three (3) years remaining in the Term) and diligently prosecute to completion (B) exceeds twenty (20%) of the repairs to usable space of the Building or otherwise prevents Tenant from conducting Tenant’s business at the Premises as Tenant had previously conducted its business, provided or (2) there may not be adequate insurance proceeds are available for use by Landlord (by reason of the requirements of Landlord’s mortgage or otherwise) to fully repair pay in full the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofcost of such restoration.

Casualty. If during the Term of this Lease, any portion of the Premises, access to the Premises or any part of the Building should be which is essential to the use of the Premises is damaged or destroyed by fire or other casualtydestroyed, Tenant this Lease shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, remain in full force and effect and Landlord shall notify Tenant whether promptly commence to repair and restore the damage or destruction to substantially the same condition as existed prior to such repairs can reasonably be made: damage and shall complete such repair and restoration with due diligence in compliance with all then existing laws. Notwithstanding the foregoing, if (1) such damage or destruction cannot, in Landlord’s contractor’s reasonable estimate, be repaired within thirty (30) days365 days following such damage or destruction; or (2) in more than thirty forty percent (3040%) days but in less than ninety (90) daysof the Building is damaged or destroyed; or (3) any Mortgagee of the Building will not allow the application of insurance proceeds for repair and restoration (pursuant to the terms of such Mortgagee’s and Landlord’s loan documents); or (4) the damage or destruction (including any rent abatement Tenant is, or is anticipated to be, entitled to pursuant to the terms hereof) is not covered in more than ninety full by Landlord’s Insurance required by Paragraph 16, subject to the deductible, or (905) the damage or destruction occurs within the last twelve (12) months of the Term of this Lease or any extension hereof, then Landlord may, in its sole discretion, terminate this Lease by delivery of notice to Tenant within 30 days from of the date Landlord learns of the damage; provided, however, in the case of clauses (2) and/or (4) above, if ▇▇▇▇▇▇ agrees in writing to fund the restoration and pay rent hereunder to the extent the loss is not fully covered by Landlord’s insurance, Landlord shall not be entitled to terminate this Lease pursuant to such clauses (2) and/or (4) above so long as Tenant promptly provides Landlord with adequate assurances that such funds are fully and promptly available to Landlord (e.g., Landlord shall have the right, in its sole discretion, to require that Tenant escrow such funds). Further notwithstanding the foregoing, if (i) such damage or destruction cannot, in Landlord’s contractor’s reasonable estimate, be repaired within 365 days following such damage or destruction, or (ii) such damage or destruction is not fully repaired within twelve (12) months following the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding damage or repairs can be reasonably completed within thirty (30) daysdestruction, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only extended to the extent rental abatement insurance proceeds are received of any delays caused by Landlord Tenant and any delays of force majeure, or (iii) the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If damage or destruction occurs within the Building should be damaged only to such extent that rebuilding last twelve (12) months of the Term of this Lease or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysany extension hereof, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damageTenant may, in which event the Rent shall be abated from its sole discretion, terminate this Lease by delivery of notice to Landlord within 30 days of the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair of the damage (except that Landlord shall not be required if Tenant is exercising its right to rebuildterminate for the reason set forth in clauses (i) or (iii) above), repair or replace any part within 10 days of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit date of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required if Tenant is exercising its right to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or terminate for the benefit ofreason set forth in clause (ii) above).

Casualty. (a) If the Premises, the Building should or Property shall be damaged or destroyed by fire or other casualty insurable under standard coverage insurance to the extent of less than twenty-five percent (25%) of the reasonable replacement value thereof at the time of such damage or destruction, Landlord shall, except as otherwise provided herein, repair and/or rebuild the same with reasonable diligence. Tenant shall repair or restore with due diligence all trade fixtures, equipment and other installations theretofore installed by Tenant to the extent of Tenant’s obligations as set forth in Exhibit B and damaged or destroyed by such fire or casualty. If the Premises, the Building, the Property, or any portion of the Business Park owned by Landlord shall be damaged or destroyed (i) to the extent of twenty-five percent (25%) or more of the reasonable replacement value thereof at the time of such damage or destruction, or (ii) as a result of a risk which is not covered by insurance, or (iii) to any extent by any cause in the last three (3) years of the then current term of this Lease (unless Tenant shall have exercised prior to the date of said fire or other casualty any remaining option to extend the term of this Lease), then the Landlord may at its sole election restore or rebuild the Premises, the Building, the Property, or any portion of the Business Park, as the case may be, or terminate this Lease. (b) If Landlord elects to terminate this Lease by reason of such damage or destruction, it shall give Tenant notice of its election within sixty (60) days after such damage or destruction. If Landlord is obligated to or elects to repair or rebuild, Landlord shall deliver to Tenant within seventy-five (75) days after the date of the casualty, Landlord’s good faith estimate of the time necessary to complete such repair or rebuilding. If the estimated time to completion exceeds two hundred seventy (270) days, Tenant shall have the right to terminate this Lease by notice to Landlord given within thirty (30) days after Tenant’s receipt of Landlord’s notice of estimated time to completion. If this Lease is not terminated by reason of such casualty damage, Landlord shall restore or rebuild reasonable diligence and Tenant shall replace or restore with reasonable diligence all trade fixtures, equipment and other installations theretofore installed by Tenant and damaged or destroyed by such fire or other casualty. Landlord’s obligation under this Section XIV shall be to restore or rebuild to no greater extent than its obligations in connection with the original construction as set forth in Exhibit B and shall be subject to zoning and building laws then applicable to the Premises. Landlord’s obligation under this Section XIV shall be limited to the proceeds received and retained by Landlord (net of any amounts required to be paid to Landlord’s mortgagee) under the insurance policy which is allocable to the Premises, and Landlord shall not be obligated to commence such repairs and/or rebuilding until such insurance proceeds are released to Landlord. Landlord shall not be liable for delays in the making of any such repairs which are due to governmental regulations, casualties, strikes, unavailability of labor and materials, and other causes beyond the reasonable control of Landlord. If the actual time to repair or rebuild exceeds two hundred seventy (270) days, Tenant may terminate this Lease by written notice to Landlord given within thirty (30) days after such 270-day period and received prior to completion of such repair or rebuilding, and such termination shall be effective upon receipt by Landlord of such notice. (c) Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from reasonable delays in the making of any such repairs. If the Premises, or any part thereof, shall be damaged or destroyed by fire or other casualty, and if as a result thereof the Premises shall be rendered untenantable, then a just proportion of the Rent reserved hereunder shall be suspended or abated according to the extent to which Tenant may be reasonably required to discontinue its business in the Premises until the work of restoration to be done by Landlord as aforesaid shall give immediate written notice be substantially completed. (d) In the event Landlord elects to Landlord. Within terminate this Lease pursuant hereto, the effective termination date shall be not less than thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements on which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are a termination notice is received by Landlord Tenant, and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the yearly Rent and Additional Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part apportioned as of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancysuch date. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. (a) If the Building should Premises shall be damaged or destroyed by fire or other casualtycasualty so that the damage can reasonably be repaired by Landlord within 180 days from the date of the damage (90 days for any casualty during the last year of the Term), then the damage shall be diligently repaired by and at the expense of Landlord within such 180 (or 90, as the case may be)-day period, and the Rent from the date of such damage until such repairs shall be made shall be apportioned according to the part of the Premises which is, in the reasonable business judgment of Tenant, suitable and/or accessible for its regular business operations within the Premises. Notwithstanding the foregoing, if Landlord fails to complete repairs required to be performed under this Article 15(a) within 270 days (or 90 days, in the last year of the Term) from the date of damage, Tenant shall have the right to give immediate written Landlord a notice in writing of intention to Landlord. Within thirty (30) days after receipt thereofterminate this Lease, Landlord and thereupon the Term shall notify Tenant whether expire as of the date of such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from damage, effective the date of such notice. 11.1.1. Less Than 30 Days. (b) If the Building should Premises is damaged by fire or other casualty so that the damage cannot reasonably be damaged only repaired by Landlord within 180 days of the date of the damage (as determined by an independent architect or contractor reasonably selected by Landlord in such architect or contractor’s reasonable discretion), then in any of such events Landlord or Tenant may, within 30 days after such casualty (or in Tenant’s case not later than thirty days after receipt of the estimated restoration time from Landlord), give the other party a notice in writing of intention to such extent that rebuilding or repairs can be reasonably completed terminate this Lease, and thereupon the Term shall expire, effective the date of the casualty, and Tenant shall vacate the Premises and surrender the same to Landlord within thirty (30) days, this Lease shall not terminate and30 days after the date of the termination notice, provided that insurance proceeds are available to fully repair for any casualty during the damagelast year of the Term, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder restoration period shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days90 days, rather than 180 days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord the provisions of Article 15(a) shall promptly commence and diligently prosecute to completion the repairs to the Building govern, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuilddiligently repair the relevant damage at the expense of Landlord within 270 days of the date of such damage. (c) Landlord shall not be liable for any damage to, repair or replace be required (under any alterationsprovision of this Lease or otherwise) to repair, partitionsrestore or replace, fixturesany property in the Premises, additions nor be liable to Tenant for damage arising from rain or snow or from the bursting, overflowing or leakage of water, steam or gas pipes or defect in the plumbing, HVAC, mechanical or electrical systems of the Premises unless and other improvements which may have been placed into the extent arising out of or in connection with from the negligence or willful misconduct of Landlord or its agents, employees or contractors or failure on or about the Building by or for the benefit ofpart of Landlord to perform its obligations under this Lease.

Casualty. If 22.1. In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty ’s reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such 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 can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 Premises shall be deemed “materially restored” if they are in substantially the same condition as immediately before such damage. 11.1.1. Less Than 30 Days22.2. If the Building should such repairs cannot, in Landlord’s reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3. Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and 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 have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by or Premises shall be for the sole benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement party carrying such insurance proceeds are received by Landlord and the Building are unfit for occupancyunder its sole control. 11.1.222.4. Greater Than 30 Days. If In the Building event that Landlord should be damaged only fail to complete such extent that rebuilding or repairs can be reasonably completed in more than and material restoration within thirty (30) 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 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 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 (each, a “Force Majeure Event”), 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 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 within thirty (30) days of such damage and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in less than ninety (90) daysthe event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) days after notice from Landlord regarding the time period of repair; and such requirement is made by any such holder, whereupon this Lease and the Rent shall be abated from end on the date Tenant vacates of such damage as if the Buildingdate of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, provided insurance proceeds are available it shall be Tenant’s responsibility upon notice from Landlord to fully repair remove forthwith, at its sole cost and expense, such portion of all of the damage (except that property belonging to Tenant or its licensees from such portion or all of the Building or Premises as Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofrequest.

Casualty. If In the Building should event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Site is damaged by fire or destroyed other casualty so that such damage to Premises or Site may reasonably be expected to substantially disrupt LICENSEE’S operations at the Premises for more than forty-five (45) days, then LICENSEE may at any time following such fire or other casualty, provided LICENSOR has not completed within such forty-five (45) days the restoration required to permit LICENSEE to resume its operation at the Premises, terminate the applicable SLA by providing prior written notice to LICENSOR. Any such notice of termination shall cause such SLA to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of the applicable SLA, and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under the SLA. In the event of damage or destruction that does not result in termination of the applicable SLA, LICENSEE shall have the right to place a temporary antenna facility and related facilities on the Site during such repair and reconstruction to enable LICENSEE to continue operations without interruption, subject to approval of LICENSEE’S plans by LICENSOR pursuant to Section 10 of this MLA. Notwithstanding the foregoing, all License Fees shall ▇▇▇▇▇ during the period of such disruption to LICENSEE’S operations. Notwithstanding the foregoing, if the Premises at any Interim Site are damaged by fire or other casualty, Tenant LICENSOR shall give immediate not be obligated to repair the Premises and may instead terminate the SLA at no cost to LICENSEE for such Interim Site for convenience by providing written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such noticeLICENSEE. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If the Premises or the Project is damaged or destroyed, in whole or in part, by fire or other casualty at any time during the Term and if, after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for the Authorized Use for which the Premises were leased to Tenant hereunder, and within sixty (60) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord provides notice to Tenant that the Premises, as improved to the extent of the Building should Standard improvements existing immediately prior to such destruction or casualty, cannot be repaired or rebuilt to the condition which existed immediately prior to such destruction or casualty within two hundred seventy (270) days following the date of such destruction or casualty, then either Landlord or Tenant may by written notice to the other within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of the negligence or willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such damage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed for the Authorized Use and to substantially the same extent as Tenant used the Premises prior thereto. If this Lease is not terminated pursuant to the foregoing, then upon receiving the available insurance proceeds, Landlord shall restore or replace the damaged or destroyed portions of the Premises, as improved to the extent of the Building Standard improvements existing immediately prior to such destruction or casualty, or Project; Tenant shall restore or replace the improvements to the Premises required to be insured by Tenant hereunder; and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable,. Landlord shall restore or replace the damaged or destroyed portions of the Premises or Project that Landlord is required to restore or replace hereunder within a reasonable time, subject to Force Majeure Events and the availability of insurance proceeds. If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate on the date which is thirty (30) days following the date of the notice of termination as if the Term hereof had been scheduled to expire on such date, and, except for obligations which are expressly stated herein to survive the expiration or earlier termination of this Lease, neither party shall have any liability to the other party as a result of such termination. Landlord shall not be obligated to repair any damage to Above Standard improvements or fixtures, Tenant’s inventory, trade fixtures or other personal property. If the Premises are damaged or destroyed by fire or other casualtycasualty caused by the recklessness or willful misconduct of Tenant, Tenant its employees, agents, contractors, or invitees, then any repair or restoration of the Premises by Landlord pursuant to the terms of this Section shall give immediate written notice be at Tenant’s sole cost and expense, except to Landlordthe extent that Landlord is able to receive payment as a result of the insurance that it carries pursuant to the terms of this Lease. Within thirty (30) days after receipt thereofNotwithstanding anything in this Section to the contrary, Landlord shall notify Tenant whether such repairs can reasonably be made: have no obligation to repair or restore the Premises or the Project on account of damage resulting from any casualty which occurs during the last twelve (112) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; months of the Term, or (3) in more than ninety (90) days from if the date estimated cost of such notice. 11.1.1. Less Than 30 Days. If repair or restoration would exceed fifty percent (50%) of the reasonable value of the Building should be damaged only prior to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysthe casualty. The abatement of Rent, if applicable hereunder, and termination of this Lease shall by Tenant, if applicable hereunder, are the sole remedies available to Tenant in the event the Premises or the Project is damaged or destroyed, in whole or in part, by fire or other casualty. Notwithstanding the foregoing, Landlord may not terminate and, provided that insurance proceeds are available to fully repair this Lease unless Landlord also terminates the damage, Landlord shall repair leases of all other similarly situated tenants of the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If 22.1 In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty ’s reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such 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 can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 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. 11.1.1. Less Than 30 Days. 22.2 If the Building should such repairs cannot, in Landlord’s reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant, unless such loss is caused by the gross negligence or willful misconduct of Landlord or its agents. Any insurance which may have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by 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 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 sixty (60) 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 Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant. The Rent payable hereunder , 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 abated proportionately from extended for the date Tenant vacates the Building only amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the extent rental abatement 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 (“Landlord’s Notice”) Tenant and Tenant shall have the right to terminate this Lease by delivering notice to Landlord of its intent to terminate; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that a material portion of the insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: right to terminate this Lease (1) terminating the Lease effective upon the occurrence of such damage, so long as Landlord terminates all other leases in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building similarly affected by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received such casualty) by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) 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 Term. 22.6 In the event of 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 from Landlord regarding to remove forthwith, at its sole cost and expense, such portion of all of the time period property belonging to Tenant or its licensees from such portion or all of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Building or Premises as Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofrequest.

Casualty. If In the event of total or partial destruction of the Building should be damaged or destroyed the Leased Premises by fire or other 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, if any. Rent shall proportionately ▇▇▇▇▇ during the time that the Leased Premises or part thereof are unusable because of any such damage, beginning on the date of the casualty. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt 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 are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant shall give immediate may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to Landlordthe other party, terminate this Lease as of the date of such casualty. Within Notwithstanding anything to the contrary contained herein, if any such damage or destruction occurs within the final twelve (12) months of the Lease Term hereof, then either party may, in its sole discretion, terminate this Lease by written notice to the other party made within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such noticedamage or destruction. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If In the event of total or partial destruction of the Building should be damaged or destroyed the Leased Premises by fire or other casualty, Tenant Landlord agrees to promptly restore and repair the Leased Premises; provided, however, Landlord's obligation hereunder shall give immediate written notice be limited to the reconstruction of such of the tenant finish improvements as were originally required to be made by Landlord, if any. Within thirty Rent shall proportionately abate during the time that the Leased Premises or part thereof are unusab▇▇ ▇▇cause of any such damage. Notwithstanding the foregoing, if the Leased Premises are (30i) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days after receipt thereoffrom the casualty date; or (ii) 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 and the Leased Premises; then, in case of a clause (i) casualty, either Landlord shall notify or Tenant whether such repairs can reasonably be made: may, or, in the case of a clause (1ii) within casualty, then Landlord may, upon thirty (30) days; ' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph and in the event of a destruction agrees to accept any offer by Landlord to provide Tenant with comparable space within the project in which the Leased Premises are located on the same terms as this Lease. Notwithstanding the provisions of this paragraph, if any such damage or destruction occurs within the final two (2) years of the term hereof, then Landlord, in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from its sole discretion, may, without regard to the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysaforesaid 180-day period, terminate this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofTenant.

Casualty. If Prior to the Building should Closing, and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, flood, landslide, fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this Section 13.1. If, prior to the Closing, any part of the Real Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Tenant Seller shall give immediate written immediately notify Buyer of such fact. If such damage or destruction is “material”, Buyer shall have the option to terminate this Agreement upon notice to Landlord. Within thirty Seller given not later than ten (3010) days after receipt thereofof Seller’s notice. For purposes of this Section 13.1, Landlord “material” shall notify Tenant whether such repairs can be deemed to be any damage or destruction (i) where the costs of repair or replacement is estimated to be Three Hundred Thousand Dollars ($300,000.00), or more, (ii) which Seller reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in estimates shall take more than ninety (90) days to repair, (iii) which results in access to or parking on the Real Property being adversely affected in a material respect, (iv) which damage results in the Real Property failing to comply in a material respect with zoning or any covenants, conditions, or restrictions affecting the Real Property, (v) which damage entitles the Tenant to terminate the Lease, or (vi) where the cost of repair or replacement is uninsured by an amount in excess of Ten Thousand Dollars ($10,000). In the case of an uninsured loss, Seller, at its election, shall be entitled (but not required) to pay (or credit to Buyer against the Purchase Price) the amount of the excess (i.e., in excess of $10,000) and, thereby, nullify the option of Buyer otherwise existing to terminate this Agreement. If Buyer does not exercise this option to terminate this Agreement, or the casualty is not material, neither party shall have the right to terminate this Agreement, but Seller shall assign and turn over to Buyer, and Buyer shall be entitled to receive and keep all insurance proceeds payable to it with respect to such destruction (but not in excess of the Purchase Price) and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in the Purchase Price provided that Buyer shall be entitled to a credit at Closing against the Purchase Price in an amount equal to any deductible with respect to any applicable insurance coverage (exclusive, however, of any deductible relating to a casualty resulting from earthquake or flood). If Buyer does not elect to terminate this Agreement by reason of any casualty, Buyer shall have the right to participate in any adjustment in the insurance claim. If Buyer does terminate this Agreement pursuant to this Section 13.1, this Agreement shall terminate, all rights and obligations hereunder of each party shall be at an end (except those matters which are specifically stated in this Agreement to survive the termination) and the Escrow Agent is hereby instructed to return promptly to the party which placed such items into Escrow all funds (including the Deposit which is to be promptly returned to Buyer) and documents which are held by the Escrow Agent on the date of such noticetermination. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If after the Building should Effective Date, the New Store (once constructed) or Premises shall be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written repair and restore the same to (i) its condition immediately prior to such damage or destruction (taking into consideration normal wear and tear) or (ii) subject to Landlord’s consent which will not be unreasonably withheld, conditioned, or delayed, to a condition similar in nature to those buildings and premises then being constructed by or on behalf of Tenant at the time of the damage or destruction (so long as such new buildings and premises are of comparable construction, size and standards as the Premises or portion thereof being repaired or replaced), without abatement of rent. Tenant shall not be obligated to restore the Existing Store in the event it is destroyed by casualty prior to its demolition. Subject to the payment of proceeds by Tenant as expressly set forth in Section 12.1.2 below, under no circumstances shall Tenant be liable for any loss or damage including, but not limited to, damage to the Premises resulting from fire or other casualty. Notwithstanding the foregoing, in the event the Premises, or the New Store (once constructed) are damaged to the extent of twenty-five percent (25%) or more thereof, or is destroyed by fire or other casualty, and such casualty occurs after the first day of the final year of the Initial Term or the final year of any Extended Term: 12.1.1. Tenant may cancel this Lease by notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days12.1.2. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be has so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and canceled this Lease and the Rent fire or other casualty is an insurable casualty under Tenant’s special form coverage insurance, Tenant shall provide Landlord with the proceeds of such insurance in an amount required by Article 13 of this Lease. 12.1.3. Any proceeds payable by Tenant to Landlord under subsection 12.1.2. shall be abated from exclusive of the date unamortized cost of improvements made by or on behalf of Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair Premises or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofStore.

Casualty. If fire or other casualty damages the Building should Premises or common areas of the Property necessary for Tenant's use and occupancy of the Premises and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant's agents, officers, employees, contractors, licensees or invitees, then, during the period the Premises is rendered unusable by such damage, Tenant shall be entitled to a reduction in Base Rent in the proportion that the area of the Premises rendered unusable by such damage bears to the total area of the Premises. Notwithstanding anything to the contrary contained in the immediately preceding sentence, if the Property or the Premises, or any part thereof, is damaged by fire or destroyed other casualty before the Commencement Date or during the term of this Lease and (a) such fire or other casualty occurs during the last twelve (12) months of the term of this Lease, or (b) the insurance proceeds received by Landlord in respect of such damage are not adequate to pay the entire cost, as reasonably estimated by ▇▇▇▇▇▇▇▇, of the repair and restoration work to be performed by ▇▇▇▇▇▇▇▇, or (c) the repair and restoration work to be performed by Landlord cannot, as reasonably estimated by ▇▇▇▇▇▇▇▇, be completed within four (4) months after the occurrence of such fire or other casualty, Tenant then, in any such event, Landlord shall give immediate have the right, by giving written notice to Landlord. Within thirty Tenant within sixty (3060) days after receipt thereofthe occurrence of such fire or other casualty, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from to terminate this Lease as of the date of such notice. 11.1.1. Less Than 30 Days. If Landlord does not exercise the Building should be damaged only right to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysterminate this Lease in accordance with this Section 11.1, this Lease shall not terminate and, provided that insurance proceeds are available (subject to fully repair the damage, terms of this Section 11.1) remain in full force and effect and Landlord shall repair such damage and restore the Building, except that Property and the Premises to substantially the same condition in which the Property and the Premises existed before the occurrence of such fire or other casualty. Landlord shall not be required obligated to rebuildrepair any damage to, or to make any replacement of, any movable furniture, equipment, trade fixtures or personal property in the Premises. Tenant shall, at Tenant's sole cost and expense, repair or and replace any alterationsall such movable furniture, partitionsequipment, fixtures, additions trade fixtures and other improvements which may have been placed in, on or about personal property. A total destruction of the Building by or for the benefit Property shall automatically terminate this Lease effective as of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancytotal destruction. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If 22.1 In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty ’s reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such 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 can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 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. 11.1.1. Less Than 30 Days. 22.2 If the Building should such repairs cannot, in Landlord’s reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and 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 have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by 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 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 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 Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant. The Rent payable hereunder , 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 abated proportionately from extended for the date Tenant vacates the Building only amount of time Landlord is so delayed. 10/31/01 CALWEST CA MTIN Revised 9/09/05 586764.v1: 028481/048 13 22.5 Notwithstanding anything to the extent rental abatement 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 and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) 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 Term. 22.6 In the event of 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 from Landlord regarding to remove forthwith, at its sole cost and expense, such portion of all of the time period property belonging to Tenant or its licensees from such portion or all of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Building or Premises as Landlord shall promptly commence request. 22.7 Tenant hereby waives any and diligently prosecute to completion all rights under and benefits of Sections 1932(2) and 1933(4) of the repairs to the Building California Code of Civil Procedure, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and similar or successor Regulations or other improvements which may have been placed in, on laws now or about the Building by or for the benefit ofhereinafter in effect.

Casualty. If 22.1 In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty 's reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such 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 can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 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. 11.1.1. Less Than 30 Days. 22.2 If the Building should such repairs cannot, in Landlord's reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and 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 have been placed inbe carried by Landlord or Tenant against loss or damage to the Project, on or about the Building by or the 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 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 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 Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant. The Rent payable hereunder , 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 abated proportionately from extended for the date Tenant vacates the Building only amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the extent rental abatement 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 and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord's notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) 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 Term. 22.6 In the event of any damage or destruction to the Building or the 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 from Landlord regarding to remove forthwith, at its sole cost and expense, such portion of all of the time period property belonging to Tenant or its licensees from such portion or all of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Building or Premises as Landlord shall promptly commence request. 22.7 Tenant hereby waives any and diligently prosecute to completion all rights under and benefits of Sections 1932(2) and 1933(4) of the repairs to the Building California Civil Code, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and similar or successor regulations or other improvements which may have been placed in, on laws now or about the Building by or for the benefit ofhereinafter in effect.

Casualty. If In the event that the Building should be is damaged or destroyed by fire or other casualty, Tenant the same shall give immediate be restored by Landlord, at its own expense, with reasonable dispatch. In the event the cost of repairs and restoration exceeds fifty percent (50%) of the full insurable value of the Leased Premises, then either party may terminate this Lease as of the date of destruction or damage by providing written notice to Landlord. Within thirty the other party within fifteen (3015) days after receipt thereofthe date of destruction or damage. Upon the giving of such notice, this Lease shall be terminated and cancelled and the Leased Premises surrendered by Tenant, and any advance rentals which may have been paid by Tenant shall be re-paid to Tenant from and after the date of such damage. If this Lease is not so terminated, Landlord shall notify restore the structure and exterior of the Building and the Leased Premises and the interior of the Leased Premises (to the extent of the additions, alterations and improvements that would be required to be surrendered to Landlord upon termination of this Lease or that would be required to be removed by Tenant, as described on Exhibit E), at its own expense, within a reasonable time after such destruction or damage. All rents payable to Landlord shall ▇▇▇▇▇ during the period of any restoration in proportion to the area of the Leased Premises rendered unusable by reason of such casualty. In the event that the damage or loss to the Leased Premises is a result of Tenant’s negligence, Tenant whether such repairs can reasonably shall be made: responsible for the deductible portion of any insurance proceeds and the rent hereunder shall not ▇▇▇▇▇. In the event that any restoration of the Leased Premises required to be performed by Landlord under this paragraph 30 is not complete within one hundred twenty (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90120) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding destruction or repairs can be reasonably completed within thirty damage, Tenant may, at its option and upon ten (3010) days’ written notice to Landlord, terminate this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Lease. Landlord shall not be required to rebuildliable or responsible, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for one hundred twenty (120)-day period mentioned in the benefit of Tenant. The Rent payable hereunder preceding sentence shall be abated proportionately from the date Tenant vacates the Building only extended, for any delays in repairing or rebuilding due to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancywar, strikes, labor unrest or activities, riots, government action, acts of God, inclement weather or any other cause beyond Landlord’s control. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. (a) If any of the Building should be Purchased Assets is damaged or destroyed during the Interim Period, then: (i) as promptly as practicable after such damage or destruction occurs, the aggregate cost of restoring such damaged or destroyed Purchased Assets to their condition immediately prior to such damage or destruction (the “Restored Condition”) shall, subject to Section 6.10(d), be determined by fire a qualified engineering firm reasonably acceptable to Buyer and Seller (the “Qualified Engineering Firm”) (such aggregate cost with respect to all such Purchased Assets, the “Full Restoration Cost”); (ii) Seller shall (unless the Buyer shall have elected its termination right set forth in Section 6.10(b)), as promptly as practicable after such damage or other casualtydestruction occurs and through the end of the Interim Period, Tenant undertake at its sole cost and expense to replace, repair, rebuild or restore such Purchased Assets to the Restored Condition, it being understood that the obligation of Seller to proceed with such replacement, repair, rebuilding or restoration may, after consultation with and agreement from the Buyer, continue beyond the Closing if Seller elects (the “Repair Election”) to continue with such replacement, repair, rebuilding or restoration after Closing, in which event, Seller shall give immediate written notice repair, rebuild or restore such Purchased Assets to Landlord. Within thirty the Restored Condition (30i) days after receipt thereofat its sole cost and expense, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2ii) in more than thirty accordance with good utility practices and Permits applicable to it, Buyer or the applicable Project Company, and in accordance, in all material respects, with all Laws, (30iii) days but as promptly as reasonably practicable (taking into account good utility practices), and (iv) in less than ninety consultation with Buyer or the applicable Project Company; (90iii) daysunless the Seller shall have made the Repair Election, the Purchase Price shall be reduced by an amount equal to the remaining aggregate cost, as of Closing, to complete the replacement, repair, rebuilding or restoration of such damaged or destroyed Purchased Assets to the Restored Condition, as estimated by the Qualified Engineering Firm (the “Closing Restoration Cost”), which Closing Restoration Cost shall be reduced by the amount of any related insurance proceeds paid to and, after the Closing, retained by the applicable Project Company (the “Casualty Insurance Proceeds”); provided that if the Parties are unable to obtain an estimate of the Closing Restoration Cost from the Qualified Engineering Firm prior to the Closing Date, then the Parties shall reasonably agree in good faith with respect to such Closing Restoration Cost and, within 10 Business Days of the determination by the Qualified Engineering Firm following Closing of the Closing Restoration Cost, the Parties shall reimburse each other for any overpayment or underpayment, as applicable, as of Closing of the Closing Restoration Cost, based on the Qualified Engineering Firm’s determination thereof; (iv) such casualty loss shall not otherwise affect the Closing; (v) if any such damaged or destroyed Purchased Assets have not been replaced, repaired, rebuilt or restored to the Restored Condition prior to Closing, then, for up to eight full weeks immediately following the Closing, Seller shall pay to Buyer an amount equal to the greater of (A) the Weekly BI Proceeds for each such week, or (3B) in more than ninety for each Specified Turbine suffering an Outage during such week, a weekly amount equal to $200,000 (90) if at least 4 of the days from the date of such notice. 11.1.1. Less Than 30 Days. If week occur during July or August) or $100,000 (if at least 4 of the Building should be damaged only to days of such extent that rebuilding week occur during a month other than July or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, August); provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord amounts designated in this clause (iv)(B) shall not be required payable with respect to rebuildmore than 2 Specified Turbines; provided that in all cases, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder amounts paid pursuant to this Section 6.10(a)(v) shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit pro-rated for occupancypartial weeks. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30vi) days but in less than ninety for purposes of clause (90v) days, then Landlord shall have the option ofabove: (1vii) terminating (A) “Weekly BI Proceeds” means the Lease effective upon the occurrence amount of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided any business interruption insurance proceeds are available paid to fully repair and retained by Seller with respect to any period following the damage (except Closing and with respect to any Purchased Assets that Landlord shall have not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only restored to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects Restoration Condition prior to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofClosing;

Casualty. If In the event the Premises or the Building should be damaged is destroyed or destroyed injured by fire fire, earthquake or other casualtycasualty to the extent that more than one-third (1/3) of the Premises are untenantable, Tenant shall give immediate then Lessee may terminate this Lease by providing written notice thereof to LandlordLessor within thirty (30) days following such casualty. Within If Lessee does not terminate this Lease pursuant to the foregoing sentence, Lessor may, at Lessor’s option, proceed with reasonable diligence to rebuild and restore the said Premises or such part thereof as may be injured as aforesaid, provided that within thirty (30) days after receipt thereofsuch destruction or injury Lessor will notify Lessee of Lessor’s intention to do so, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from and during the date period of such notice. 11.1.1. Less Than 30 Days. If rebuilding and restoration the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder rent shall be abated proportionately from on the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part portion of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building Premises that is unfit for occupancy. 11.1.3. Greater Than 90 DaysDuring 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 premises leased hereunder. Notwithstanding the foregoing, Lessor shall be obligated to restore any casualty loss required to be insured against hereunder if such restoration can be completed in less than one-hundred twenty (120) days. If any damage is not substantially restored within 120 days following the Building should be so damaged that rebuilding or repairs casualty and Lessee cannot be completed within ninety (90) daysreasonably conduct its business in any material portion of the Premises in accordance with its usual business operations, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding Lessee shall have the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects right to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of.

Casualty. If a. In case of damage to or destruction of the Building should be damaged or destroyed the Premises by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereofIn such event, Landlord shall notify may terminate this Lease upon written notice to Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from of the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Buildingcasualty. In the event that neither party elects Landlord does not elect to terminate this Lease, after receipt of sufficient insurance proceeds, Landlord shall promptly commence restore, repair and diligently prosecute to completion rebuild the repairs Premises as nearly as practical to the Building condition the Premises was in immediately prior to such casualty, provided and Base Rent shall equitably ▇▇▇▇▇ based on the nature and extent of the Premises so damaged from the date of the casualty until the date that the Premises is substantially repaired or restored. All insurance proceeds are available in connection with any casualty shall be payable to fully repair the damage (except that Landlord. In no event shall Landlord shall not be required to rebuild, repair or replace restore any alterationsdamage to Tenant’s equipment, partitionstrade fixtures or other personal property. b. Notwithstanding anything to the contrary contained in this Section 17, fixtures, additions and other improvements which may have been placed in, on or about in the event the Building and/or the Premises are damaged by fire or other casualty, Landlord shall have the right to terminate this Lease upon thirty (45) days written notice to Tenant if (i) any lender holding a mortgage or deed of trust encumbering the Building or the Land requires that any portion of the insurance proceeds be applied to such indebtedness; (ii) a material portion of the Building or the Premises is damaged such that Landlord determines it would not be feasible to repair such damage; or (iii) Landlord does not (or will not (as determined by Landlord in its sole discretion) actually receive sufficient insurance proceeds to pay for the benefit ofall such repairs and restoration.

Casualty. If 22.1 In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty 's reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such 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 can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 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. 11.1.1. Less Than 30 Days. 22.2 If the Building should such repairs cannot, in Landlord's reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and 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 have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by 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 forty-five (45) 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 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 Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant. The Rent payable hereunder , 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 abated proportionately from extended for the date Tenant vacates the Building only amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the extent rental abatement 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 and if such damages shall render any material portion of the Premises untenantable or if the condition of the Premises prevents or materially interferes with Tenant's use of the Premises for the purpose for which it was being used immediately prior to such damage, Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord's notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) 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 Term. 22.6 In the event of 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 from Landlord regarding to remove forthwith, at its sole cost and expense, such portion of all of the time period property belonging to Tenant or its licensees from such portion or all of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Building or Premises as Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofrequest.

Casualty. If 22.1 In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty ’s reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such 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 can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 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. 11.1.1. Less Than 30 Days. 22.2 If the Building should such repairs cannot, in Landlord’s reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and 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 have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by 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 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 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 Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant. The Rent payable hereunder , 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 abated proportionately from extended for the date Tenant vacates the Building only amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the extent rental abatement 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 and if, in the reasonable opinion of Landlord and Tenant, such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) 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 Term. 22.6 In the event of 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 from Landlord regarding to remove forthwith, at its sole cost and expense, such portion of all of the time period property belonging to Tenant or its licensees from such portion or all of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Building or Premises as Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofrequest.

Casualty. If (i) In the Building should be damaged event of any material damage to or destroyed by fire destruction of the Mortgaged Property or other casualtyany part thereof, Tenant shall Borrower will promptly give immediate written notice to LandlordLender, generally describing the nature and extent of such damage or destruction. Within thirty No damage to or destruction of the Mortgaged Property shall relieve Borrower of its obligation to pay any monetary sum due under the Loan Documents at the time and in the manner provided in the Loan Documents. 10 (30ii) days after receipt In the event of any damage to or destruction of the Mortgaged Property or any part thereof, Landlord Borrower, whether or not the Proceeds, if any, on account of such damage or destruction shall notify Tenant whether such repairs can reasonably be made: sufficient for the purpose, at its expense, shall promptly cause the Restoration to be commenced and completed. (iii) Proceeds received by Lender and Borrower on account of any occurrence of damage to or destruction of the Mortgaged Property or any part thereof, less the costs, fees and expenses incurred by Lender and Borrower in the collection thereof, including, without limitation, adjuster's fees and expenses and attorneys' fees and expenses (the "Net Insurance Proceeds"), shall be paid to (1) within thirty (30) days; Borrower, if the amount of such Net Insurance Proceeds is less than $100,000 and applied by Borrower toward the cost of the Restoration, and (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from Lender, if the date amount of such notice. 11.1.1Net Insurance Proceeds is $100,000 or greater. Less Than 30 DaysNet Insurance Proceeds paid to Lender shall be held and disbursed by Lender, or as Lender may from time to time direct, as the Restoration progresses, to pay or reimburse Borrower for the cost of the Restoration, upon written request of Borrower accompanied by evidence, reasonably satisfactory to Lender, that (aa) the Restoration is in full compliance with all Applicable Regulations and all private restrictions and requirements, (bb) the amount requested has been paid or is then due and payable and is properly a part of such cost, (cc) there are no mechanics' or similar liens for labor or materials theretofore supplied in connection with the Restoration, (dd) if the estimated cost of the Restoration exceeds the Net Insurance Proceeds (exclusive of Proceeds received from Borrower's business income insurance), Borrower has deposited into an escrow satisfactory to Lender such excess amount, which sum will be disbursed pursuant to escrow instructions satisfactory to Lender, and (ee) the balance of such Net Insurance Proceeds, together with the funds deposited into escrow, if any, pursuant to the preceding subsection (dd), after making the payment requested will be sufficient to pay the balance of the cost of the Restoration. Upon receipt by Lender of evidence reasonably satisfactory to it that the Restoration has been completed and the cost thereof paid in full, and that there are no mechanics' or similar liens for labor or materials supplied in connection therewith, the balance, if any, of such Net Insurance Proceeds shall be paid to Borrower. If at the Building should time of the damage or destruction to the Mortgaged Property or at any time thereafter an Event of Default shall have occurred and be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) dayscontinuing under the Loan Documents, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder all Net Insurance Proceeds shall be abated proportionately from paid to Lender, and Lender may retain and apply the date Tenant vacates Net Insurance Proceeds toward the Building only Obligations whether or not then due and payable, in such order, priority and proportions as Lender in its discretion shall deem proper, or to cure such Event of Default, or, in Lender's discretion, Lender may pay such Net Insurance Proceeds in whole or in part to Borrower to be applied toward the extent rental abatement insurance proceeds are received by Landlord and cost of the Building are unfit for occupancy. 11.1.2. Greater Than 30 DaysRestoration. If Lender shall receive and retain Net Insurance Proceeds, the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence lien of such damage, in which event the Rent this Mortgage shall be abated from reduced only by the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part amount received and retained by Lender and actually applied by Lender in reduction of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancyObligations. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If (a) Except as hereinafter provided, if any of the Building should Improvements shall be damaged or destroyed by fire or any other casualtycasualty covered by a standard policy of fire and extended coverage insurance, Tenant as required pursuant to Section 4.5 hereof, Lessee shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly thereafter commence and diligently prosecute to completion, at Lessee's sole expense, the repair or rebuilding of the Improvements or portion thereof which was damaged, in a good and workmanlike manner, in accordance with plans and specifications satisfactory to Lessee and Lessor, which Lessor shall not unreasonably disapprove, provided that the Improvements upon completion of such repair or rebuilding shall have a value which is not substantially less than the repairs value of the Improvements immediately prior to the Building damage or destruction. All proceeds remaining after payment of the costs of collection and recovery, provided insurance proceeds are available if any ("Net Proceeds") shall be paid over to fully Lessee to fund the costs of repair and rebuilding. (b) In the event that either (i) the damage or destruction with respect to any building ("Building") which is a part of the Improvements is so extensive that it cannot be rebuilt, restored or repaired as required in Section 11.1(a) within one hundred twenty (120) days after such occurrence, as determined by Lessee in its reasonable judgment or (ii) any such damage or destruction occurs during the last two years of the Primary Term, or the last two years of any Extended Term, then Lessee shall have the right to terminate this Lease with respect to the damaged or destroyed Building, but no other part of the Premises, by giving written notice thereof to Lessor within sixty (60) days after the occurrence of such damage or destruction and such termination will be effective retroactively as of the date of such damage or destruction; provided that, if the Building which suffered such damage or destruction is the main hospital building located on Tract 1 of the Premises, then Lessee shall have the right to terminate this Lease by giving written notice thereof to Lessor within sixty (60) days after the occurrence of such damage or destruction and such termination will be effective retroactively as of the date of such damage or destruction. In addition, if any Building is materially damaged or destroyed by any casualty not covered by the standard policy of fire and extended coverage insurance, then Lessee may terminate this Lease effective as of the date of such damage or destruction by giving the other party written notice thereof within sixty (60) days after the occurrence of such damage or destruction. If Lessee exercises its option to terminate this Lease in part on account of damage or destruction to a Building, the parties shall promptly thereafter execute an amendment to this lease which shall provide that such Building will be excised from the Premises, and that rent payable or paid hereunder will be proportionately and equitably abated or rebated, but only to the extent Lessee has not previously received payments from the Reimbursement Account (as defined in Annex A hereto) in an amount equal to the amount which would otherwise be payable to Lessee pursuant to this provision. In the event of a termination of this Lease, either in whole or in part, pursuant to Section 11.1(b), the Net Proceeds of insurance shall be paid over to Lessor, except that Landlord Lessee shall not be required entitled to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements receive such portion of such proceeds which may have been placed in, on or about represents the Building by or for amount allocable to the benefit ofvalue of Lessee's Personal Property.

Casualty. If the Building or Premises shall be damaged or destroyed by fire or other casualty insurable under standard coverage insurance to the extent of less than twenty-five percent (25%) of the reasonable replacement value thereof at the time of such damage or destruction, Landlord shall, except as otherwise provided in this Section XV, repair and/or rebuild the same with reasonable diligence. Tenant shall repair or restore with due diligence all trade fixtures, equipment and other installations theretofore installed by Tenant to the extent of Tenant’s obligations as set forth in Exhibit B and damaged or destroyed by such fire or casualty. If the Building shall be damaged or destroyed to the extent of twenty-five percent (25%) or more of the reasonable replacement value thereof at the time of such damage or destruction, or shall be damaged or destroyed as a result of a risk which is not insurable under standard coverage insurance, or shall be damaged or destroyed to more than an immaterial extent by any cause in the last three (3) years of the then current term of this Lease (unless Tenant shall have exercised prior to the date of any purported termination pursuant to the terms of this Article XV any remaining option to extend the term of this Lease), or if the Premises (whether or not including the Building) should be damaged or destroyed to the extent of twenty-five percent (25%) or more of the reasonable replacement value thereof at the time of such damage or destruction, each of Landlord and Tenant may at its sole election terminate this Lease. In any instance where either party shall have an election to terminate this Lease by reason of such damage or destruction, it shall give the other notice of its election within sixty (60) days after such damage or destruction, and in such event, if neither party shall elect to terminate this Lease, Landlord shall proceed to restore or rebuild, with reasonable diligence and Tenant shall replace or restore with reasonable diligence all trade fixtures, equipment and other installations theretofore installed by Tenant and damaged or destroyed by such fire or other casualty. Landlord’s obligation to rebuild and restore pursuant to this Section XV shall be to restore or rebuild to no greater extent than its obligations in connection with the original construction as set forth in Exhibit B and shall also be subject to zoning and building laws then applicable to the Premises. Further, Landlord’s obligation hereunder shall be limited to the proceeds received and retained by Landlord (net of any amounts required to be paid to Landlord’s mortgagee) under the insurance policy which is allocable to the Premises, and Landlord shall not be obligated to commence such repairs and/or rebuilding until such insurance proceeds are released to Landlord. Landlord shall not be liable for delays in the making of any such repairs which are due to governmental regulations, casualties, and strikes, unavailability of labor and materials, and other causes beyond the reasonable control of Landlord; nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to that business of Tenant resulting from reasonable delays in the making of any such repairs; provided, however, Tenant shall be entitled to terminate the term of the Lease on not less than thirty (30) days’ prior written notice if Landlord fails to complete such repairs within six (6) months after such casualty, provided that such notice is delivered before such repairs are completed. Tenant shall, during any period of reconstruction or repair of the Premises or the Building, continue the operation of its business in the Premises to the extent reasonably practicable. To the extent to which the Premises, or any part thereof, or the Building, or any part thereof, shall be damaged or destroyed by fire or other casualty, regardless of the cause of such damage or destruction and regardless of whether as a result thereof the Premises shall be rendered untenantable, in whole or in part, there shall be an equitable abatement of Rent and Additional Rent due hereunder. In the event Landlord or Tenant elects to terminate this Lease pursuant hereto, the effective termination date shall give immediate written notice to Landlord. Within be not less than thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements on which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are a termination notice is received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysother party, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the term hereof shall expire as of such effective termination date, and the yearly Rent and Additional Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofapportioned as of such date.

Casualty. If In the event of total or partial destruction of the Building should be damaged or destroyed the Leased Premises by fire or other casualty, Tenant Landlord agrees to promptly restore and repair the Leased Premises; provided, however, Landlord's obligation hereunder shall give immediate written notice be limited to the reconstruction of such of the tenant finish improvements as were originally provided by Landlord, if any. Within thirty Rent shall proportionately abate during the time that the Leased Premises or part thereof are un▇▇▇▇▇e because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (30i) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days after receipt thereoffrom the casualty date; or (ii) 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, together with the amount of any deductible, are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (i) casualty, either Landlord shall notify or Tenant whether such repairs can reasonably be made: may, or, in the case of a clause (1ii) within casualty, then Landlord may, upon thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from ' written notice to the other party, terminate this Lease, effective as of the date of such notice. 11.1.1fire or other casualty with respect to matters thereafter accruing. Less Than 30 Days. If Tenant waives any right under applicable laws inconsistent with the Building should be damaged only terms of this paragraph and in the event of a destruction agrees to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace accept any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received offer by Landlord and to provide Tenant with comparable space within the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, project in which event the Rent shall be abated from Leased Premises are located on the date Tenant vacates same terms as this Lease. Notwithstanding the Building; provisions of this paragraph, if any such damage or destruction occurs within the final two (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part years of the alterationsterm hereof, partitionsthen Landlord, fixturesin its sole discretion, additions and other improvements which may have been placed inmay, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only without regard to the extent rental abatement insurance proceeds are received aforesaid 180-day period, terminate this Lease by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofTenant.

Casualty. If In the Building should be damaged or destroyed by event of any fire or other casualty affecting all or any part of the Premises, or any of the public areas of the Building adjacent to or leading to the Premises, then within sixty (60) days after such fire or other casualty Landlord shall notify Tenant of the length of time required to complete the restoration thereof and (i) if restoration of the Premises or of the public areas of the Building adjacent to or leading to the Premises shall be reasonably estimated to require more than 120 days to complete from the date of such casualty; or (ii) the Premises or the public areas of the Building adjacent to or leading to the Premises are not restored within 150 days after the date of such casualty, then, in either such instance Tenant shall give immediate written have the right, exercisable by notice to Landlord. Within Landlord given on or before the thirtieth (30th) day after the date of receipt by Tenant of the notice required under (i) above or after the expiration of the time period set forth in (ii) above, as the case may be, to terminate this Lease effective not less than thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage 's notice (except that if the circumstances set forth in (ii) above are applicable, and Landlord shall not be required to rebuildcompletes such restoration before the effective date of such termination, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder such termination shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Buildingdeemed a nullity). In the event the Premises or the Building are completely destroyed or so damaged by fire or other hazard that neither party elects to terminate they cannot reasonably be used by Tenant for the purposes herein provided, and this LeaseLease is not terminated as above provided, Landlord then there shall promptly commence and diligently prosecute to completion be a total abatement of Rent until said Premises are made usable for Tenant's business purpose. In the repairs event the Premises are partially destroyed or damaged by fire or other hazard so that they can only be partially used by Tenant for the purposes herein provided, then there shall be a partial Rent abatement corresponding to the Building , provided insurance proceeds are available time and extent to fully repair the damage (except that Landlord shall which said Premises cannot be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building used by or for the benefit ofTenant.

Casualty. If 22.1 In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty ’s reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such 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 can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 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. 11.1.1. Less Than 30 Days. 22.2 If the Building should such repairs cannot, in Landlord’s reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and 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 have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by 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 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 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 10/31/01 CALWEST TX MTIN REVISED 6/9/2009 18▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇-▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ -15- the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant. The Rent payable hereunder , 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 abated proportionately from extended for the date Tenant vacates the Building only amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the extent rental abatement contrary contained in this Article: (i) 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 and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (ii) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) 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 Term. 22.6 In the event of 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 from Landlord regarding to remove forthwith, at its sole cost and expense, such portion of all of the time period property belonging to Tenant or its licensees from such portion or all of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Building or Premises as Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofrequest.

Casualty. If the Premises or the Building should be are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred and eighty (180) days after the occurrence of such damage or destruction and Landlord notifies Tenant shall give immediate written notice to Landlord. Within of same within thirty (30) days after receipt thereofthe occurrence of such damage or destruction, then Landlord and Tenant shall notify Tenant whether such repairs can reasonably be made: each have the right to terminate this Lease by giving written notice of termination within sixty (1) within thirty (30) days; (2) in more than thirty (3060) days but in less than ninety after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (90based on the portion of the Premises which is usable after such damage or destruction) days; or (3) in more than ninety (90) days from and paid to the date of such notice. 11.1.1termination. Less Than 30 DaysNotwithstanding the forgoing Landlord shall be under no obligation to repair or restore the EG or the Antenna in the event of any fire or other casualty, same being the sole responsibility of Tenant. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, 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 not terminate and, provided be required to pay rent only for the portion of the Premises that insurance proceeds is used and usable while such repair and restoration are available to fully repair the damage, being made. Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, except however, that Landlord shall not be required to rebuild, repair or replace restore any alterationsof contents of the Premises (including, partitionswithout limitation, Tenant's trade fixtures, additions and other improvements which may have been placed infurnishings, on equipment or about the Building by or for the benefit of Tenantpersonal property). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only Notwithstanding anything herein to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) dayscontrary, then Landlord shall have the option of: right to terminate this Lease if: (1) terminating insurance proceeds are insufficient to pay the full cost of such repair and restoration; (2) the holder of any Mortgage fails or refuses to make such insurance proceeds available for such repair and restoration; (3) zoning or other applicable Laws or regulations do not permit such repair and restoration; or (4) the Building is damaged by fire or casualty (whether or not the Premises has been damaged) to such an extent that Landlord decides, in its sole and absolute discretion, not to rebuild or reconstruct the Building. Notwithstanding anything herein to the contrary, Tenant shall have the right to terminate this Lease effective upon by written notice to Landlord if Landlord does not complete any such repair and restoration work within two hundred fifty (250) days after the occurrence of such damagedamage and destruction, in which event the Rent shall such notice to be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice given within ten (10) days after notice from Landlord regarding the time period expiration of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage said two hundred fifty (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of250) days.

Casualty. If the Leased Premises or the Building should be are destroyed or damaged or destroyed by fire fire, earthquake, or other casualtycasualty to the extent that the Leased Premises are untenantable in whole or in part, Tenant shall give immediate written notice then Landlord shall, except as provided below, proceed with reasonable diligence to Landlord. Within thirty (30) days after receipt thereofrebuild and restore the Leased Premises or such part thereof as may be destroyed or damaged, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from and during the date period of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysand restoration, this Lease shall not terminate andremain in full force and effect, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from in the date Tenant vacates same ratio as the Building only square footage in the portion of the Leased Premises rendered untenantable, if any, shall bear to the extent rental abatement insurance proceeds are received by Landlord and total square footage in the Building are unfit for occupancy. 11.1.2. Greater Than 30 DaysLeased Premises. If the Building should Landlord shall reasonably determine that such destruction or damage cannot be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty rebuilt and restored within one-hundred-eighty (30180) days but in less than ninety of the occurrence, it shall so notify Tenant within sixty (9060) days, then Landlord shall have the option of: (1) terminating the Lease effective upon days after the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; damage or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant)destruction. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) daysIn such event, either Landlord or Tenant may terminate by giving written notice may, within ten twenty (1020) days after notice from Landlord regarding the time period of repair; and such notice, terminate this Lease as of the date of such casualty. If neither party terminates this Lease during such twenty (20) day period, this Lease shall remain in effect and Landlord shall diligently proceed to rebuild and restore the Leased Premises, and Rent shall be abated from abat▇ ▇▇ set forth above. Anything in this Lease to the date Tenant vacates the Building. In contrary notwithstanding, in the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs Leased Premises are rendered untenantable due to the Building fault or neglect of Tenant, provided insurance proceeds are available to fully repair the damage (except that Landlord its agents, employees, invitees, or licensees, there shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofno abatement of Rent under this Paragraph 11.

Casualty. If With respect to any loss or damage to the Building should be damaged Amphitheater or destroyed by to any other Improvements on the Property as a result of fire or other casualty, and: (i) such loss occurs during the last ten (10) years of the Initial Term, or occurs after Tenant has exercised its Renewal Option, but during the last ten (10) years of the Renewal Term: (a) if such loss is a Substantial Loss (hereinafter defined), whether or not such loss is an Insured Loss, Tenant shall give immediate written notice have the right to Landlord. Within thirty terminate the Lease; (30b) days after receipt thereofif such loss is not a Substantial Loss and is an Insured Loss (hereinafter defined), Landlord Tenant shall notify be obligated to rebuild or repair the Improvements; (c) if such loss is neither a Substantial Loss nor an Insured Loss, and the cost to rebuild or repair the damaged Improvements will be equal to or greater than the Repair Amount (hereinafter defined), Tenant whether shall have the right to terminate the Lease; (d) if such repairs can reasonably loss is neither a Substantial Loss nor an Insured Loss, and the cost to rebuild or repair the damaged Improvements will be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; the Repair Amount, Tenant shall be obligated to rebuild or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damageImprovements; (ii) such loss occurs prior to the last ten (10) years of the Initial Term, Landlord or occurs after Tenant has exercised its Renewal Option, but prior to the last ten (10) years of the Renewal Term: (a) if such loss is an Insured Loss, whether or nor such loss is a Substantial Loss, Tenant shall be obligated to rebuild or repair the BuildingImprovements; (b) if such loss is not an Insured Loss, except that Landlord and the cost to rebuild or repair the damaged Improvements will be less than the Repair Amount, Tenant shall be obligated to rebuild or repair the Improvements; (c) if such loss is not an Insured Loss, and the cost to rebuild or repair the damaged Improvements will be equal to or greater than the Repair Amount, Tenant may, but shall not be required obligated to, rebuild or repair the Improvements, and, if Tenant elects not to rebuildrebuild or repair the Improvements, repair Tenant shall continue to be obligated to pay the Minimum Rent and Additional Rent; if, after five (5) years following the loss, the Improvements have not been rebuilt or replace any alterationsrepaired, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: right to notify Tenant of Landlord's intention to terminate the Lease, and Tenant shall have a period of six (16) terminating months to elect to rebuild or repair the Improvements, and, if Tenant commences such rebuilding or repairs within said six (6) month period, the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancyterminated. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. (a) If the Building should be Premises or any part thereof is damaged or destroyed by fire or other casualty, casualty Tenant shall give immediate written notice to immediately notify Landlord. Within thirty If in Landlord's estimation, which shall be conclusive, the Building cannot be fully repaired or restored within one hundred eighty (30180) days after receipt thereofthe casualty, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty days (30) days; after the casualty subject to force majeure, and Landlord and Tenant each may terminate this lease by written notice to Tenant within sixty (2) in more than thirty (3060) days but in less than ninety (90) days; or (3) in more than ninety (90) days from after the date of such noticethe damage or destruction. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30b) days, Unless this Lease shall not terminate and, provided that insurance proceeds are available is terminated pursuant to fully repair the damageSection 10(a), Landlord shall repair the Buildingshall, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement of the insurance proceeds are received by Landlord and restore the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) dayssubstantially its previous condition, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on construction or installed in or about the Building by or Premises for the benefit of or by Tenant. If such restoration has not been substantially completed within 120 days after the casualty (subject to Section 16(b), Tenant may as Tenant's sole remedy terminate this Lease by prompt written notice to Landlord. (c) Unless the damage is caused by Tenant's negligence or willful misconduct or the negligence or willful misconduct of Tenant’s agents, employees, contractors, subcontractors, licensees and invitees, the Base Rent shall ▇▇▇▇▇ in proportion to that part of the Premises that is not usable by Tenant. The Rent payable hereunder abatement shall be abated proportionately continue from the date the damage occurred and Tenant vacates has vacated the Building only Premises until the earlier of (a) Landlord has substantially completed the repairs of the part rendered unusable or (b) Tenant partially or totally resumes business therein. In the event the damage is caused by Tenant's negligence or willful misconduct or the negligence or willful misconduct of Tenant’s agents, employees, contractors, subcontractors, licensees and invitees then Tenant shall continue to the extent rental abatement insurance proceeds are received by Landlord and pay Rent without abatement. (d) If any damage to or destruction of all or any portion of the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) daysfully covered by insurance proceeds received by Landlord, either Landlord or Tenant may terminate this lease by giving written notice to Tenant, within ten fifteen (1015) days after notice from to Landlord regarding that said damage or destruction is not so covered. If any present or future mortgagee requires that insurance proceeds be applied to the time period of repair; and indebtedness secured by its mortgage, Tenant or Landlord may terminate this Lease and by written notice to the Rent shall be abated other within fifteen (15) days after Landlord receives notice of such requirement from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofmortgagee.

Casualty. A. If the Building should be Premises or any part thereof are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within Landlord shall have the right to cause such damage to be repaired within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) from the casualty. If the Premises are not rendered tenantable within said thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from day period, either party shall have the option to cancel this Lease. Upon such election to cancel rent shall be payable only to the date of the casualty. All repairs to and replacements of Tenant's Property and Improvements shall be made by, and at the expense of Tenant. To the extent that the Premises have been rendered unfit for use and occupation hereunder by reason of such noticedamage, a portion of the Base Rent as adjusted in accordance with Section 4 hereof shall be abated until the Premises shall have been restored. Landlord shall not be liable for delays in the making of any repairs to the Premises which are due to governmental regulations, casualties and strikes, unavailability of labor and materials, and other causes beyond the control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage to the Premises; provided, however, that during any such period of delay, Base Rent as adjusted in accordance with 4 hereof shall be equitably abated. 11.1.1. Less Than 30 Days. B. If the Building should or any part thereof is so damaged by such fire or other casualty that substantial alteration or reconstruction of the Building shall be damaged only required, then this Lease may be terminated at the election of either party by giving a written notice of termination to the other party within one hundred eighty (180) days following such extent that rebuilding fire, or repairs can be reasonably completed within thirty (30) daysother casualty. In the event of any such termination, this Lease shall not terminate andexpire as of such effective termination date and Base Rent, provided that insurance proceeds are available to fully repair the damageas adjusted in accordance with Section 8 hereof, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from apportioned and terminate as of the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancycasualty. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If (a) In the Building should be event that, as a result of a casualty insured against by the Port Authority under the New York standard form of fire insurance policy carried by it on the premises, the premises are damaged or destroyed by fire without the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other casualtypersons who are doing business with the Lessee or who are on the premises with the Lessee's consent, Tenant shall give immediate written notice so as to Landlord. Within thirty render the premises untenantable in whole or part, then (301) if the Port Authority finds that the necessary repairs or rebuilding can be completed within one hundred eighty (180) days after receipt thereofthe occurrence of the damage, Landlord the Port Authority shall notify Tenant repair or rebuilt with due diligence, and the rental hereunder shall be abated, as hereinafter provided in the Section of this Agreement entitled "Abatement of Rental," only for the period from the occurrence of the damage to the completion of the repairs or rebuilding, whether such repairs can reasonably be made: (1) or not the work of repair or rebuilding is actually completed within thirty (30) days; (2) in more than thirty (30) days but in less than the said ninety (90) days; or (3) in more than ninety (90) days from the date of such notice.or 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair if the Building, provided insurance proceeds are available to fully repair the damage (except Port Authority finds that Landlord shall not be required to rebuild, repair such repairs or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety one hundred eighty (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10180) days after notice from Landlord regarding the time period occurrence of repairthe damage, or if the Port Authority concludes that other than the premises also require rebuilding, then the Port Authority shall have options: (i) to proceed with due diligence to repair or to rebuild the premises as necessary; and this Lease or (ii) to terminate the letting as to the damaged portion of the premises only, and the Rent rental hereunder shall be abated as provided in the Section of this Agreement entitled "Abatement of Rental," from and after the occurrence of the damage, or (iii) to terminate the letting as to the entire premises; and in the case of (i) and (iii), the rental hereunder shall be abated, as provided in the Section of this Agreement entitled "Abatement of Rental," either, as the case may require, for the period from the occurrence of the damage to the completion of repairs and rebuilding of the premises or for the period from the occurrence of the damage to the effective date Tenant vacates of termination. (b) The parties do hereby stipulate that neither the Building. provisions of Section 227 of the Real Property Law of the State of New York nor those of any other similar statute shall extend or apply to this Agreement. (c) The Lessee shall give the Port Authority immediate notice in case of any fire, accident or casualty in the premises or elsewhere in the Facility if the occurrence elsewhere in the Facility is known to and involves the Lessee, its officers, members, employees, agents, representatives, contractors, or is known to any of them and involves customers, guests or invitees of the Lessee. (d) In the event that neither party elects of a partial or total destruction of the premises, the Lessee shall immediately remove any and all of its property and all debris from the premises or the portion thereof destroyed and if the Lessee does not promptly so remove, the Port Authority may remove the Lessee's property to terminate this Leasea public warehouse for deposit or retain the same in its own possession and sell the same at public auction, Landlord the proceeds of which shall promptly commence and diligently prosecute to completion the repairs be applied first to the Building expenses of removal, provided insurance storage and sale, second to any sums owed by the Lessee to the Port Authority, with any balance remaining to be paid to the Lessee; if the expenses of such removal, storage and sale shall exceed the proceeds are available of sale, the Lessee shall pay such excess to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofPort Authority upon demand.

Casualty. If (A) A "Total Loss" shall be deemed to have occurred if (i) the Building should be is so damaged or destroyed by fire or other casualtycasualty that the estimated cost to repair same amounts to fifty percent (50%) or more of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, Tenant in its reasonable discretion, decides to demolish and not to immediately rebuild same; (iii) the Premises or Building is materially damaged by fire or other casualty during the last 12 months of the Term hereof; or (iv) sufficient insurance proceeds are unavailable to allow restoration of the Building. Any other casualty loss not amounting to a Total Loss shall give immediate be deemed a "Partial Loss". (B) In the event of a Total Loss, Landlord may terminate this Lease by written notice to Landlord. Within thirty Tenant within one hundred twenty (30120) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1fire or other casualty. Less Than 30 DaysRent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. If Alternatively, if ▇▇▇▇▇▇▇▇ decides to rebuild and restore the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysProperty following a Total Loss, this Lease shall not terminate andand Landlord shall repair and restore the Premises (exclusive of any alterations, provided that additions, or improvements made by or at the request of Tenant) at Landlord's expense and with due diligence, subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord's control. Rent shall ▇▇▇▇▇ on a per diem basis from the date of such casualty and through the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Premises to perform such work. Notwithstanding anything to the contrary in this Article 22, if at least five (5) years remain in the Term as of the date of the casualty event (notwithstanding the time periods set forth in the first sentence of Section 3(C) above, following any such casualty Tenant shall have the right to exercise any remaining option to extend the Term in order to cause such remaining portion of the Term to exceed five (5) years), Landlord shall not have the right to terminate this Lease if (1) sufficient insurance proceeds are available to fully restore such damage, or (2) Tenant agrees to pay the cost to repair the uninsured portion of such damage, to the extent such uninsured portion exceeds five percent (5%) of the replacement cost value of the Building. (C) In the event of a Partial Loss, provided Landlord does not terminate this Lease under Section 22(B) as a result of its inability to recover sufficient insurance proceeds, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, proceed with all due diligence to repair or replace and restore the Premises (exclusive of any alterations, partitionsadditions, fixtures, additions and other or improvements which may have been placed in, on or about the Building made by or for at the benefit request of Tenant), subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord's control. The Rent payable hereunder shall be abated proportionately ▇▇▇▇▇ on a per diem basis from the date Tenant vacates the Building only of such casualty in proportion to the extent rental abatement insurance proceeds to which ▇▇▇▇▇▇’s use of the Premises is diminished during the period while repairs are received by in progress. Tenant shall permit Landlord and its contractors to have free access to the Building are unfit for occupancyPremises to perform such work. 11.1.2. Greater Than 30 Days. (D) If the Building should be Premises are damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysby any peril and Landlord does not terminate this Lease, then Landlord Tenant shall have the option of: (1) terminating to notify Landlord of its intent to terminate the Lease effective upon (“Intent to Terminate Notice”) if on such date that is three hundred thirty (330) days following the occurrence issuance of such damagepermits to allow restoration, in which the restoration of the Premises to the condition immediately prior to the casualty event the Rent is not complete. Landlord shall be abated from deemed to have obtained all required permits no later than one hundred eighty (180) days following the event of casualty. Upon receipt of the Intent to Terminate Notice, Landlord shall have until the date that is forty-five (45) days following receipt of the Intent to Terminate Notice to cause the Premises to be substantially complete, thereby allowing Tenant vacates to return to operations in the BuildingPremises. If restoration of the Premises is substantially complete on or before such date that is forty-five (45) days following receipt of the Intent to Terminate Notice, Tenant shall no longer have a right to terminate the Lease and the Intent to Terminate Notice shall be deemed rescinded. If restoration of the Premises is not substantially complete after such date that is forty-five (45) days following receipt of the Intent to Terminate Notice, Tenant may terminate the Lease upon delivery of written notice of termination to Landlord. If restoration is delayed due to (i) issuance of permits needed for restoration solely to all allow for Tenant’s Permitted Use (as opposed to commercial uses, generally); (ii) environmental contamination at the Property resulting from ▇▇▇▇▇▇’s Use of the Premises; (iii) fire caused by Tenant; or (2iv) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part caused by Tenant’s violation of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, the timeframes for restoration described in this Section 22 (D) shall be extended one day for each day of such delay. (E) Notwithstanding any other provision of this Lease, following any event of casualty pursuant to which Landlord shall promptly commence and diligently prosecute to completion the repairs to undertakes restoration of the Building and/or Premises, provided insurance proceeds are available Landlord’s only obligation for restoration of Tenant’s Outside Area shall be an obligation to fully repair return Tenant’s Outside Area to its condition as of the damage (except that Landlord shall not be required date of initial delivery of possession of the Tenant’s Outside Area to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofTenant.

Casualty. If the Premises or the Project is damaged or destroyed, in whole or in part, by fire or other casualty at any time during the Term and if, after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for the Authorized Use for which the Premises were leased to Tenant hereunder, and within sixty (60) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord provides notice to Tenant that the Premises, as improved to the extent of the Building should Standard improvements existing immediately prior to such destruction or casualty, cannot be repaired or rebuilt to the condition which existed immediately prior to such destruction or casualty within two hundred seventy (270) days following the date of such destruction or casualty, then either Landlord or Tenant may by written notice to the other within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of the negligence or willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such damage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed for the Authorized Use and to substantially the same extent as Tenant used the Premises prior thereto. If this Lease is not terminated pursuant to the foregoing, then upon receiving the available insurance proceeds, Landlord shall restore or replace the damaged or destroyed portions of the Premises, as improved to the extent of the Building Standard improvements existing immediately prior to such destruction or casualty, or Project; Tenant shall restore or replace the improvements to the Premises required to be insured by Tenant hereunder; and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable, and except that the Term shall be extended by a length of time equal to the period beginning on the date of such damage or destruction and ending upon completion of such restoration or replacement. Landlord shall restore or replace the damaged or destroyed portions of the Premises or Project that Landlord is required to restore or replace hereunder within a reasonable time, subject to Force Majeure Events and the availability of insurance proceeds. If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate on the date which is thirty (30) days following the date of the notice of termination as if the Term hereof had been scheduled to expire on such San F▇▇▇▇▇ Plaza/Summer Energy Holdings, Inc. DocuSign Envelope ID: A1357CC3-ED4D-47DF-A5FB-22FC3BC9DEAD date, and, except for obligations which are expressly stated herein to survive the expiration or earlier termination of this Lease, neither party shall have any liability to the other party as a result of such termination. Landlord shall not be obligated to repair any damage to Above Standard improvements or fixtures, Tenant’s inventory, trade fixtures or other personal property. If the Premises are damaged or destroyed by fire or other casualtycasualty caused by the negligence or willful misconduct of Tenant, Tenant its employees, agents, contractors, or invitees, then any repair or restoration of the Premises by Landlord pursuant to the terms of this Section shall give immediate written notice be at Tenant’s sole cost and expense, subject to LandlordSection 22 above. Within thirty (30) days after receipt thereofNotwithstanding anything in this Section to the contrary, Landlord shall notify Tenant whether such repairs can reasonably be made: have no obligation to repair or restore the Premises or the Project on account of damage resulting from any casualty which occurs during the last twelve (112) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; months of the Term, or (3) in more than ninety (90) days from if the date estimated cost of such notice. 11.1.1. Less Than 30 Days. If repair or restoration would exceed fifty percent (50%) of the reasonable value of the Building should be damaged only prior to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysthe casualty. The abatement of Rent, if applicable hereunder, and termination of this Lease shall not terminate andby Tenant, provided that insurance proceeds if applicable hereunder, are the sole remedies available to fully repair Tenant in the damage, Landlord shall repair event the Building, except that Landlord shall not be required to rebuild, repair Premises or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on the Project is damaged or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damagedestroyed, in which event the Rent shall be abated from the date Tenant vacates the Building; whole or (2) electing to repair the Buildingin part, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair by fire or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancycasualty. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

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 should be are totally or partially damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereofthereby rendering the Premises totally or partially inaccessible or unusable, Landlord shall notify 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 whether such or any of its employees, agents, licensees, invitees or subtenants, until the repair and restoration of the Premises is completed Base Rent shall be abated for that part of the Premises that Tenant is unable to use without substantial interference and is not occupied while repairs can reasonably 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 made: (1) within thirty (30) days; (2) in obligated to spend more than thirty 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 (30including carpeting, floor coverings, paneling, decorations, fixtures) days but in less than ninety 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, (90a) days; 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 destroyed, or (3b) in more than if Landlord reasonably believes that the repairs and restoration cannot be completed despite reasonable efforts within ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon after the occurrence of such damage, in which event the Rent or (c) if Landlord reasonably believes that there shall be abated from the date Tenant vacates the Building; or less than two (2) electing 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 repair the Building, provided make sufficient insurance proceeds are available to fully repair the damage for repairs and restoration, or (except that e) if zoning or other applicable laws or regulations do not permit such repairs and restoration, Landlord shall not be required have the right to rebuildterminate this Lease by giving written notice of termination to Tenant within one hundred eighty (180) days after the occurrence of such damage. If this Lease is terminated pursuant to the preceding sentence, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The all Rent payable hereunder shall be abated proportionately from apportioned and paid to the date Tenant vacates of termination. 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 events beyond Landlord’s reasonable control. In the event of any damage or destruction to the Building only or Premises, it shall be Tenant’s responsibility to secure the 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. Notwithstanding anything to the extent rental abatement insurance proceeds are received by contrary in this section, in the event Landlord elects or is required to repair and restore the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs canPremises, and such repair has not be completed commenced within ninety (90) daysdays after the date of casualty, either Landlord or been substantially completed within two hundred seventy (270) days following the date repair was commenced, Tenant may shall have the right to terminate the Lease by giving providing written notice within ten to Landlord, such termination to be effective sixty (1060) days after notice from Tenant is received by Landlord, unless Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion substantially completes the repairs to the Building , provided insurance proceeds are available to fully repair the damage within such sixty (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of60) day period.

Casualty. If (a) In the Building should be event that, as a result of a casualty insured against by the Port Authority under the New York standard form of fire insurance policy carried by it on the premises, the premises are damaged or destroyed by fire without the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other casualtypersons who are doing business with the Lessee or who are on the premises with the Lessee's consent, Tenant shall give immediate written notice so as to Landlord. Within thirty render the premises untenantable in whole or part, then (301) if the Port Authority finds that the necessary repairs or rebuilding can be completed within ninety (90) days after receipt thereofthe occurrence of the damage, Landlord the Port Authority shall notify Tenant repair or rebuild with due diligence, and the rental hereunder shall be abated, as hereinafter provided in the Section of this Agreement entitled "Abatement of Rental", only for the period from the occurrence of the damage to the completion of the repairs or rebuilding, whether such repairs can reasonably be made: (1) or not the work of repair or rebuilding is actually completed within thirty (30) days; (2) in more than thirty (30) days but in less than the said ninety (90) days; or (3) in more than ninety (90) days from the date of such notice.or 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair if the Building, provided insurance proceeds are available to fully repair the damage (except Port Authority finds that Landlord shall not be required to rebuild, repair such repairs or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period occurrence of repairthe damage, or if the Port Authority concludes that other than the premises also require rebuilding, then the Port Authority shall have options: (i) to proceed with due diligence to repair or to rebuild the premises as necessary; and this Lease or (ii) to terminate the letting as to the damaged portion of the premises only, and the Rent rental hereunder shall be abated as provided in the Section of this Agreement entitled "Abatement of Rental", from and after the occurrence of the damage, or (iii) to terminate the lettering as to the entire premises; and in the case of (i) and (iii), the rental hereunder shall be abated, as provided in the Section of this Agreement entitled "Abatement of Rental", either, as the case may require, for the period from the occurrence of the damage to the completion of repairs and rebuilding of the premises or for the period from the occurrence of the damage to the effective date Tenant vacates of termination. (b) The parties do hereby stipulate that neither the Building. provisions of Section 227 of the Real Property Law of the State of New York nor those of any other similar statute shall extend or apply to this Agreement. (c) The Lessee shall give the Port Authority immediate notice in case of any fire, accident or casualty in the premises or elsewhere in the Facility if the occurrence elsewhere in the Facility is known to and involves the Lessee, its officers, members, employees, agents, representatives, contractors, or is known to any of them and involves customers, guests or invitees of the Lessee. (d) In the event that neither party elects of a partial or total destruction of the premises, the Lessee shall immediately remove any and all of its property and all debris from the premises or the portion thereto destroyed and if the Lessee does not promptly so remove, the Port Authority may remove the Lessee's property to terminate this Leasea public warehouse for deposit or retain the same in its own possession and sell the same at public auction, Landlord the proceeds of which shall promptly commence and diligently prosecute to completion the repairs be applied first to the Building expenses of removal, provided insurance storage and sale, second to any sums owed by the Lessee to the Port Authority, with any balance remaining to be paid to the Lessee; if the expenses of such removal, storage and sale shall exceed the proceeds are available of sale, the Lessee shall pay such excess to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofPort Authority upon demand.

Casualty. 17.1 If there is any damage to or destruction of the Demised Premises, LESSEE shall promptly give notice thereof to LESSOR, describing the nature and extent thereof. 17.2 If the Building should Demised Premises are damaged, but no portion thereof is rendered untenantable, and this Lease is not terminated pursuant to Section 17.4, 17.5 or 17.6 hereof, LESSOR shall, at its own expense, cause Restoration to be damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can completed as soon as reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days practicable but in less than ninety (90) days; or (3) in more no event later than ninety (90) days from the date occurrence, subject to any Excusable Delays, and the Basic Rent and Additional Rent shall not a▇▇▇▇. 17.3 If the Demised Premises are damaged or destroyed and are rendered partially or wholly untenantable, and this Lease is not terminated pursuant to Section 17.4, 17.5 or 17.6 hereof,LESSOR shall, at its own expense, cause Restoration to be completed as soon as reasonably practicable but in no event later than one hundred eighty (180) days from the occurrence, subject to any Excusable Delays, and the Basic Rent and Additional Rent shall be equitably abated. 17.4 If, in the sole opinion of LESSOR, the Building is damaged or destroyed and the total cost of Restoration shall amount to thirty percent (30%) or more of the full insurable value of the Building, LESSOR, in lieu of Restoration, may elect to terminate this Lease, provided that notice of such notice. 11.1.1. Less Than 30 Daystermination shall be sent to LESSEE within sixty (60) days after the occurrence of such casualty. If the Building should be damaged only LESSOR exercises its right to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysterminate this Lease, this Lease shall not cease, terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the date of such damage or destruction. 17.5 If the Building is damaged or destroyed and, in the reasonable opinion of LESSOR, more than one hundred eighty (180) days are necessary to complete Restoration, or if during the final year of the Term the Demised Premises are damaged or destroyed and rendered partially or wholly untenantable, LESSOR may elect to terminate this Lease provided that insurance proceeds are available notice of such termination shall be sent to fully repair LESSEE within sixty (60) days after the damageoccurrence of such casualty. If LESSOR exercises its right to terminate this Lease, Landlord this Lease shall repair cease, terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the Building, except that Landlord date of such damage or destruction. 17.6 LESSOR shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about expend for Restoration an amount in excess of (i) the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are Net Award received by Landlord and it plus (ii) the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part amount of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Buildingdeductible. In the event such amount is not adequate or the holder of an Underlying Encumbrance elects to retain the Net Award, LESSOR shall have the right to terminate this Lease provided notice of such termination shall be sent to LESSEE within sixty (60) days after the amount of such Net Award is ascertained, or after the date on which the holder of the Underlying Encumbrance notifies LESSOR that neither party elects it has elected to retain the Net Award, whichever the case may be. If LESSOR exercises its right to terminate this Lease, Landlord this Lease shall promptly commence cease, terminate and diligently prosecute to completion expire, and all Basic Rent and Additional Rent shall be prorated, as of the repairs to the Building , provided insurance proceeds are available to fully repair the date of such damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofdestruction.

Casualty. If In the event of total or partial destruction of the Building should be damaged or destroyed the Leased Premises by fire or other casualty, Tenant Landlord agrees to promptly restore and repair the Leased Premises to a condition substantially similar to the condition that existed prior to such destruction; including, Landlord's obligation to reconstruct all of the tenant finish improvements as were originally required to be made by Landlord as per EXHIBIT "B" AND "B-1" (INCLUSIVE OF THE PHASE II WORK). Minimum Annual Rent and Additional Rent shall give immediate written notice to Landlordproportionately ▇▇▇▇▇ from the date of destruction in the Leased Premises and continuing through the time that the Leased Premises or part thereof are unusable because of any such damage. Within thirty Notwithstanding the foregoing, if the Leased Premises are (30i) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days after receipt thereoffrom the casualty date; or (ii) 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 and the Leased Premises; then, in case of a clause (i) casualty, either Landlord shall notify or Tenant whether such repairs can reasonably be made: may, or, in the case of a clause (1ii) within casualty, then Landlord may, upon thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from ' written notice to the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysother party, terminate this Lease shall not terminate andwith respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph and in the event of a destruction agrees to accept any offer by Landlord to provide Tenant with comparable space within the project in which the Leased Premises are located on the same terms as this Lease. Notwithstanding the provisions of this paragraph, provided that insurance proceeds are available to fully repair if any such damage or destruction occurs within the damagefinal year of the term hereof, Landlord shall repair the Buildingthen Landlord, except that Landlord shall not be required to rebuildin its sole discretion, repair or replace any alterationsmay, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only without regard to the extent rental abatement insurance proceeds are received aforesaid 180-day period, terminate this Lease by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofTenant.

Casualty. If the Building Facility should be damaged or destroyed by fire or other casualty, Tenant Concessionaire shall give immediate written notice to LandlordCity. Within thirty (30) days after receipt thereof, Landlord City shall notify Tenant Concessionaire whether such the necessary repairs can reasonably be made: (1a) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3b) in more than ninety (90) days but in less than one hundred eighty (180) days; or (c) in more than one hundred eighty (180) days from the date of such notice. 11.1.1. i. Less Than 30 90 Days. If the Building Facility should be damaged only to such extent that rebuilding or repairs can reasonably be reasonably completed within thirty ninety (3090) days, this Lease Agreement shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord City shall repair the BuildingFacility, except that Landlord City shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements (collectively, “Improvements”) which may have been placed in, on or about the Building Facility by or for the benefit of TenantConcessionaire. The Rent If Concessionaire is required to vacate all or a portion of the Facility during City’ repair thereof, the Concession Fee payable hereunder shall be abated proportionately from the date Tenant Concessionaire vacates all or a portion of the Building Facility only to the extent rental abatement insurance proceeds are received by Landlord City and only during the Building period the Facility are unfit for occupancy. 11.1.2ii. Greater Than 30 90 Days. If the Building Facility should be damaged only to such extent that rebuilding or repairs can reasonably be reasonably completed in more than thirty ninety (3090) days but in less than ninety one hundred eighty (90180) days, then Landlord City shall have the option of: (1a) terminating the Lease Agreement effective upon the occurrence of such damage, in which event the Rent Concession Fee shall be abated from the date Tenant Concessionaire vacates the BuildingFacility; or (2b) electing to repair the BuildingFacility, provided insurance proceeds are available to fully repair the damage (except that Landlord City shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements Improvements which may have been placed in, on or about the Building Facility by or for the benefit of TenantConcessionaire). The Rent If Concessionaire is required to vacate all or a portion of the Facility during City’ repair thereof, the Concession Fee payable hereunder shall be abated proportionately from the date Tenant Concessionaire vacates all or a portion of the Building Facility only to the extent rental abatement insurance proceeds are received by Landlord City and only during the Building is period the Facility are unfit for occupancy. In the event that City should fail to substantially complete such repairs within one hundred eighty (180) days after the date upon which City is notified by Concessionaire of the casualty (such period to be extended for delays caused by Concessionaire or because of any items of Force Majeure, as hereinafter defined) and Concessionaire has not re-occupied the Facility, Concessionaire shall have the right, as Concessionaire’s exclusive remedy, within ten (10) days after the expiration of such one hundred eighty (180) day period, to terminate this Agreement by delivering written notice to City as Concessionaire’s exclusive remedy, whereupon all rights hereunder shall cease and terminate thirty (30) days after City’s receipt of such notice. 11.1.3iii. Greater Than 90 180 Days. If the Building should be so Facility is damaged such that rebuilding or repairs cannot be completed within ninety one hundred eighty (90180) days, either Landlord City or Tenant Concessionaire may terminate this Agreement by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit often

Casualty. If the Premises or Building should be damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such the necessary repairs can reasonably be made: (1a) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3b) in more than ninety (90) days but in less than one hundred eighty (180) days; or (c) in more than one hundred eighty (180) days from the date of such notice. 11.1.1. Less Than 30 90 Days. If the Premises or Building should be damaged only to such extent that rebuilding or repairs can reasonably be reasonably completed within thirty ninety (3090) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the BuildingPremises, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements (collectively, "Improvements") which may have been placed in, on or about the Building Premises by or for the benefit of Tenant; provided, however, that Landlord shall rebuild, repair or replace such Improvements so long as Tenant provides to Landlord any insurance proceeds that it receives pursuant to such damage or destruction. The If Tenant is required to vacate all or a portion of the Premises during Landlord's repair thereof, the Base Rent payable hereunder shall be abated proportionately from the date Tenant vacates all or a portion of the Building Premises only to the extent rental abatement insurance proceeds are received by Landlord and only during the Building period the Premises are unfit for occupancy. 11.1.2. Greater Than 30 90 Days. If the Premises or Building should be damaged only to such extent that rebuilding or repairs can reasonably be reasonably completed in more than thirty ninety (3090) days but in less than ninety one hundred eighty (90180) days, then Landlord shall have the option of: : (1a) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the BuildingPremises; or (2b) electing to repair the BuildingPremises, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements Improvements which may have been placed in, on or about the Building Premises by or for the benefit of Tenant; provided, however, that Landlord shall rebuild, repair or replace such Improvements so long as Tenant provides to Landlord any insurance proceeds that it receives pursuant to such damage or destruction). The If Tenant is required to vacate all or a portion of the Premises during Landlord's repair thereof, the Base Rent payable hereunder shall be abated proportionately from the date Tenant vacates all or a portion of the Building Premises only to the extent rental abatement insurance proceeds are received by Landlord and only during the Building is period the Premises are unfit for occupancy. 11.1.3. In the event that Landlord should fail to substantially complete such repairs within one hundred eighty days (180) days after the date upon which Landlord is notified by Tenant of the casualty (such period to be extended for delays caused by Tenant or because of any items of Force Majeure, as hereinafter defined) and Tenant has not re-occupied the Premises, Tenant shall have the right, as Tenant's exclusive remedy, within ten (10) days after the expiration of such one hundred eighty (180) day period, to terminate this Lease by delivering written notice to Landlord as Tenant's exclusive remedy, whereupon all rights hereunder shall cease and terminate thirty (30) days after Landlord's receipt of such notice. Greater Than 90 180 Days. If the Premises or Building should be so damaged that rebuilding or repairs cannot be completed within ninety one hundred eighty (90180) days, either Landlord or Tenant may terminate this Lease by giving written notice within ten (10) days after notice from Landlord regarding the specifying such time period of repair; and this Lease shall terminate and the Rent shall be abated from the date Tenant vacates the BuildingPremises. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building Premises, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements Improvements which may have been placed in, on or about the Building Premises by or for the benefit ofof Tenant; provided, however, that Landlord shall rebuild, repair or replace such Improvements so long as Tenant provides to Landlord any insurance proceeds that it receives pursuant to such damage or destruction). If Tenant is required to vacate all or a portion of the Premises during Landlord's repair thereof, the Base Rent payable hereunder shall be abated proportionately from the date Tenant vacates all or a portion of the Premises only to the extent rental abatement insurance proceeds are received by Landlord and only during the period that the Premises are unfit for occupancy.

Casualty. If 22.1. In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty ’s reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such 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 can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 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. 11.1.1. Less Than 30 Days22.2. If the Building should such repairs cannot, in Landlord’s reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3. Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from fire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and 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 have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by 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 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 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 Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant. The Rent payable hereunder , 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 abated proportionately from extended for the date Tenant vacates the Building only amount of time Landlord is so delayed. 22.5. Notwithstanding anything to the extent rental abatement 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 and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) days after notice from Landlord regarding the time period of repair; and such requirement is made by any such holder, whereupon this Lease and the Rent shall be abated from end on the date Tenant vacates of such damage as if the Buildingdate of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, provided insurance proceeds are available it shall be Tenant’s responsibility to fully repair properly secure the damage (except that Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the property belonging to Tenant or its licensees from such portion or all of the Building or Premises as Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofrequest.

Casualty. Section 13.1 If (a) the Building should be Premises are damaged or destroyed by fire or other casualty, or (b) the Building (including any Building system) is damaged by fire or other casualty so that Tenant is deprived of reasonable access to the Premises or so that the Premises or any part of the Premises is unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises, Tenant shall give immediate written prompt notice to Landlord. Within thirty Subject to the provisions of this Article (30i) days Landlord shall, at Tenant’s expense, repair the damage to the Premises, excluding the damage to Tenant’s Work or Tenant’s Property and (ii) Tenant shall, at Tenant’s expense, promptly remove ▇▇▇▇▇▇’s Property from the Premises to the extent required by Landlord in connection with Landlord’s repair of the damage and shall promptly after receipt thereofLandlord's substantial completion of the repair to the Premises, commence to diligently repair Tenant's Work and Tenant's Property in order to resume its normal business in the Premises. Until the repairs to be performed by Landlord are substantially completed, the Rent shall notify be reduced in proportion to the area of the Premises to which Tenant whether such repairs can reasonably be made: shall not have reasonable access or which is unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises and which ▇▇▇▇▇▇ does not actually use. Section 13.2 If (1a) within thirty the Premises are rendered wholly untenable, or (30b) days; the Premises are damaged by any cause which is not covered by Landlord’s insurance, or (c) the Premises are damaged in whole or in part during the last two (2) in more than thirty (30) days but in less than ninety (90) days; years of the Term, or (3d) in more than ninety (90) days from the date cost of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only repairing any damage to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by fire or for other casualty exceeds seventy-five percent (75%) of the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received replacement cost thereof, as reasonably estimated by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding a reputable contractor, architect or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysengineer selected by Landlord, then Landlord shall have the option of: right, by notice given to Tenant within sixty (160) terminating days following the Lease effective upon date of the occurrence of such damage, in which event to terminate this lease. If this lease is terminated pursuant to this Section, the Rent Term shall be abated from expire on the fifteenth (15th) day after the notice is given as fully and completely as if such date Tenant vacates were the Building; stated Expiration Date. Section 13.3 This Article constitutes an express agreement governing any damage to or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part destruction of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on Premises or about the Building by fire or for other casualty, and Section 227 of the benefit Real Property Law of Tenant). The Rent payable hereunder the State of New York, and any other similar Laws shall be abated proportionately from the date Tenant vacates the Building only have no application to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancya fire or other casualty. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If In the event of total or partial destruction of the Building should be damaged or destroyed the Leased Premises by fire or other casualty, Tenant Landlord agrees promptly to restore and repair same; provided, however, Landlord's obligation hereunder with respect to the Leased Premises shall give immediate written notice be limited to Landlordthe reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above, if any. Within thirty Rent shall proportionately ▇▇▇▇▇ during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (30a) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days after receipt thereoffrom 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 are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord shall notify or Tenant whether such repairs can reasonably be made: may, or, in the case of a clause (1b) within casualty, then Landlord may, upon thirty (30) days; ' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Such notice of termination shall be delivered no later than forty-five (2) in more than thirty (3045) days but after the casualty. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. Further, in less than ninety the event neither party has terminated the Lease in accordance with this Section, and Landlord has not Substantially Completed the repairs and restoration within two hundred ten (90) days; or (3) in more than ninety (90210) days from the casualty date, as such date may be extended as a result of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding Force Majeure or repairs can be reasonably completed within thirty (30) daysTenant Delay, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, provided Landlord shall promptly commence and diligently prosecute to completion has not Substantially Completed the repairs prior to receipt of such notice of termination. Tenant waives any right under applicable laws inconsistent with the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofterms of this paragraph.

Casualty. If the Building should be Premises or the Project is damaged or destroyed destroyed, in whole or in part, by fire or other casualty at any time during the Term and if, after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for the Authorized Use for which the Premises were leased to Tenant hereunder, and within sixty (60) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord provides notice to Tenant that the Premises, as improved to the extent of the Building Standard improvements existing immediately prior to such destruction or casualty, cannot be repaired or rebuilt to the condition which existed immediately prior to such destruction or casualty within two hundred seventy (270) days following the date of such destruction or casualty, then either Landlord or Tenant shall give immediate may by written notice to Landlord. Within the other within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of the negligence or willful misconduct of Tenant or its employees, agents, contractors, or customers, the Rent shall be abated for the period and proportionately to the extent that after receipt thereofsuch damage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed for the Authorized Use and to substantially the same extent as Tenant used the Premises prior thereto. If this Lease is not terminated pursuant to the foregoing, then upon receiving the available insurance proceeds, Landlord shall notify restore or replace the damaged or destroyed portions of the Premises, as improved to the extent of the Building Standard improvements existing immediately prior to such destruction or casualty, or Project; Tenant whether such repairs can reasonably shall restore or replace the leasehold improvements to the Premises required to be made: (1) insured by Tenant hereunder; and this Lease shall continue in full force and effect in accordance with the terms hereof. Landlord shall restore or replace the damaged or destroyed portions of the Premises or Project that Landlord is required to restore or replace hereunder within thirty (30) days; (2) a reasonable time, subject to Force Majeure Events and the availability of insurance proceeds. If either party elects to terminate this Lease as provided in more than this Section, this Lease shall terminate on the date which is thirty (30) days but following the date of the notice of termination as if the Term hereof had been scheduled to expire on such date, and, except for obligations which are expressly stated herein to survive the expiration or earlier termination of this Lease, neither party shall have any liability to the other party as a result of such termination. Landlord shall not be obligated to repair any damage to Above Standard improvements or fixtures, Tenant’s inventory, trade fixtures or other personal property. Notwithstanding anything in less than ninety this Section to the contrary, Landlord shall have no obligation to repair or restore the Premises or the Project on account of damage resulting from any casualty which occurs during the last twelve (9012) days; months of the Term, or if the estimated cost of such repair or restoration would exceed fifty NY\53603744.6 percent (350%) in more of the reasonable value of the Building prior to the casualty or if the net amount of insurance proceeds will not be adequate to complete such restoration, or if Landlord’s mortgagee requires that insurance proceeds be delivered to such mortgagee and will not be made available for restoration. To the extent Landlord is obligated to restore or elects to restore the Premises Landlord agrees to provide Tenant with written notice of the estimated time to complete such restoration within sixty (60) days following the occurrence of such casualty event. In addition to Tenant’s termination option set forth above, Tenant shall have the right to terminate this Lease if the casualty occurs during the last twelve (12) months of the Term (and the Term has not been previously extended) and the restoration would take longer than ninety (90) days from the date of such notice. 11.1.1casualty to complete. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysThe abatement of Rent, if applicable hereunder, and termination of this Lease shall not terminate andby Tenant, provided that insurance proceeds if applicable hereunder, are the sole remedies available to fully repair Tenant in the damage, Landlord shall repair event the Building, except that Landlord shall not be required to rebuild, repair Premises or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on the Project is damaged or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damagedestroyed, in which event the Rent shall be abated from the date Tenant vacates the Building; whole or (2) electing to repair the Buildingin part, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair by fire or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancycasualty. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If 22.1 In the event the Premises or the Building should be are damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to cause and in Landlord. Within thirty 's reasonable estimation such damage can be materially restored within one hundred eighty (30180) days after receipt thereofdays, Landlord shall notify forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant whether shall be entitled to a proportionate abatement in rent from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of sum repairs can reasonably be made: shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9045) days from the date of such noticedamage, 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 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. 11.1.1. Less Than 30 Days. 22.2 If the Building should such repairs cannot, in Landlord's reasonable estimation, be damaged only to such extent that rebuilding or repairs can be reasonably completed made within thirty one hundred eighty (30180) 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 not expire and all interest of the Tenant in the Premises shall terminate andas of the date of such 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, provided that insurance proceeds are available to fully repair the damage, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the Building, except that rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to rebuild, repair or replace any alterationsdamage or loss by or from tire or other cause to any panelings, decorations, partitions, fixturesadditions, additions and 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 have been placed in, on be carried by Landlord or about Tenant against loss or damage to the Building by 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 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 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 Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant. The Rent payable hereunder , 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 abated proportionately from extended for the date Tenant vacates the Building only amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the extent rental abatement 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 or 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 terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord's notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only applied to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysindebtedness, then Landlord shall have the option of: (1) terminating the right to terminate this Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving delivering written notice of termination to Tenant within ten fifteen (1015) 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 Term. 22.6 In the event of 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 from Landlord regarding to remove forthwith, at its sole cost and expense, such portion of all of the time period property belonging to Tenant or its licensees from such portion or all of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Building or Premises as Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofrequest.

Casualty. (a) In the event of a partial casualty loss of or damage to the Project, Lessee, at its expense, promptly shall repair (in conformity with the requirements of Paragraph 12(a)) any damage to the Project caused by such casualty so that, after the completion of such repair, the Project shall be, as nearly as practicable, in the same condition as immediately prior to such taking; provided, however, that Lessee's obligation to repair shall not be deemed to be greater than the obligation of the lessee under paragraph 13(d) of the LOL Sublease. (b) If a casualty of the Building should be damaged nature referred to in Paragraph 14(a) shall damage or destroyed by fire destroy all or other casualtya substantial portion of the Project and the LOL Sublease is terminated pursuant to Paragraph 13(e) thereof, Tenant shall then Lessee, at its election, may give immediate written notice to Landlord. Within thirty Lessor of the termination of this Lease on any date for the payment of Basic Rent after the date of such casualty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in not less than ninety (90) days; days after such casualty) provided that any sublease of all of the Project (or (3if there is no sublease of all of the Project, all subleases) in more than ninety (90) days from shall have terminated on or by such date, and this Lease shall terminate as of the date of specified in such notice. 11.1.1. Less Than 30 Days. If Lessor so requires, the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, termination of this Lease shall not terminate and, provided that insurance be effective unless and until Lessee has removed all of the Improvements and restored the Leased Premises to rough grade. (c) All net compensation and proceeds are available received on account of any casualty with respect to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions Project (after reimbursement of all attorney fees and other improvements which may have been placed in, on costs incurred in connection with and such award or about the Building by or for the benefit of Tenant. The Rent payable hereunder payment) shall be abated proportionately paid as follows: (i) in accordance with the terms of the Mortgage without amendment from the form and terms of the Mortgage as it exists on the date Tenant vacates the Building only hereof; (ii) to the extent rental abatement insurance proceeds are received permitted by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If Mortgage, to the Building should be damaged only to such extent that rebuilding LOL Sublessee under the LOL Sublease in reimbursement of its costs of repair or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysrestoration, then Landlord shall have the option of:if any; (1iii) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part if on account of the alterationsImprovements, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received required by Landlord the Mortgage, to the Mortgagee; (iv) and the Building is unfit for occupancy.balance (if any), if on account of the Leased Premises, to Lessor, and, if on account of the Improvements, to Lessee; or 11.1.3. Greater Than 90 Days. If (v) if the Building should be so damaged that rebuilding or repairs cancompensation has not be completed within ninety been allocated as provided in clause (90iv) daysby the insurance carrier, either Landlord or Tenant may terminate by giving written notice within ten any portion of the compensation not applied under subparagraphs (10ii) days after notice from Landlord regarding the time period and (iii) of repair; and this Lease and the Rent Paragraph 4(c) shall be abated from the date Tenant vacates the Building. In the event that neither party elects paid to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofLessee.

Casualty. (a) In the event that, as a result of a casualty, whether (i) insured against by the State or (ii) intended and deemed by the State to be the subject of its general plan to provide against and cover such casualty or loss by self-insurance or self-retention, the Demised Premises is damaged without the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Lessee, or who are at the Demised Premises with the Lessee’s consent, so as to render the Demised Premises untenantable in whole or part, then: (1) If the Building should State finds that the necessary repairs or rebuilding can be damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty completed within ninety (3090) days after receipt thereofthe occurrence of the damage, Landlord the State shall notify Tenant whether such repairs can reasonably repair or rebuild with due diligence, and the Fixed Rent hereunder shall be madeabated only for the period from the occurrence of the damage to the earlier of: (1i) within thirty sixty (30) days; (2) in more than thirty (3060) days but in less than after the completion of the repairs or rebuilding, or (ii) the Lessee’s reopening for business at the Demised Premises, whether or not the work of repair or rebuilding is actually completed within the said ninety (90) days; or (3) in more than ninety (90) days from the date of such notice.or 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged State finds that such repairs or rebuilding or repairs cannot be completed within ninety (90) daysdays after the occurrence of the damage, or if the State concludes that areas other than the Demised Premises also require rebuilding, then the State shall have the options: (i) to proceed with due diligence to repair or to rebuild the Demised Premises as necessary; or (ii) to terminate this Lease as to the entire Demised Premises; and in the case of (i), the Fixed Rent hereunder shall be abated either Landlord or Tenant as the case may terminate by giving written notice within ten require for the period from the occurrence of the damage to the earlier of: (10a) sixty (60) days after notice from Landlord regarding the time completion of the repairs or rebuilding, or (b) the Lessee’s reopening for business at the Demised Premises, or for the period of repair; and this Lease and the Rent shall be abated from the occurrence of the damage to the effective date Tenant vacates the Buildingof termination. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs casualty is due to the Building fault of the Lessee, provided insurance proceeds its officers, members, employees, customers, guests, invitees or other persons who are available to fully repair doing business with the damage (except that Landlord Lessee, or who are at the Demised Premises with the Lessee’s consent, then, the State shall not be required to rebuild, repair or replace any alterationsrebuild the Demised Premises, partitionswith due diligence, fixtures, additions at the Lessee’s sole cost and other improvements which may have been placed in, on or about the Building by or for the benefit ofexpense. The State’s cost thereof shall be paid within twenty (20) days of demand.

Casualty. If 15.01. In the Building should be event that all or any part of the Office is damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty casualty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days"CASUALTY"), this Lease shall remain in full force and effect; provided, however, that in the event the damage or destruction is so extensive as to amount to a Total Loss (as such term is defined below) of the Office or the Project, this Lease shall terminate as of the date of the Casualty. In the event this Lease is not terminate and, provided that insurance proceeds are available terminated pursuant to fully repair the damageprovisions of the immediately preceding sentence, Landlord shall repair or restore the BuildingOffice provided: (i) the entire cost of repair and restoration is paid out of the proceeds of the Project's Insurance; (ii) the holders of any mortgages, except that deeds of trust, ground and master leases encumbering the Project, consent to the application of the proceeds of the Project's Insurance to the cost of repair and restoration; (iii) the damage or destruction does not result in the termination of any underlying or ground lease; (iv) the damage or destruction was not caused, by any intentional tort, or violation of Law on the part of Tenant or any person permitted in the Office by Tenant; (v) there are at least three years remaining in the term of this Lease or any renewal term then in effect; and (vi) within 30 days after the date of the damage or destruction, Landlord shall not be required gives Tenant notice of Landlord's intention to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Buildingrestore. In the event that neither party Landlord does not give the notice provided for in the immediately preceding clause (vi), Tenant or Landlord may terminate this Lease as of the date of the damage or destruction by notice given within 120 days after the date of the damage or destruction. In the event Landlord elects to terminate repair or restore the Office subject to and in accordance with clauses (i) through (vi) of this LeaseSection 15.01, Landlord shall promptly commence and diligently prosecute to the completion of such repair or restoration with reasonable diligence, taking into account the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not amount of time which may be required to rebuild, repair effect a settlement with or replace any alterations, partitions, fixtures, additions otherwise collect the insurance proceeds from the insurer(s). In the event this Lease is not terminated as a result of the damage or destruction and other improvements which may have been placed in, on or about the Building by or for the benefit ofLandlord is

Casualty. If the Building should be damaged or destroyed by fire or other casualtyIf, Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from between the date of such notice. 11.1.1. Less Than 30 Days. If hereof and the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysClosing Date, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only Hospital Assets material to the extent rental abatement insurance proceeds operation of the Hospital are received destroyed or damaged by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding fire, natural disaster, acts of war or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysterrorism or by any other cause, then Landlord Seller shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after such casualty provide written notice from Landlord regarding thereof to Buyer. Such notice shall include copies of all insurance policies then in force relating to the time period Hospital Assets covering such casualty and Seller’s initial good faith estimate of repair; and this Lease and the Rent shall be abated from cost to repair such damage or destruction. Buyer may, by written notice to Seller within twenty (20) days after the date Tenant vacates receipt by Buyer of notice of the Building. In the event that neither party elects casualty, elect in writing to terminate this LeaseAgreement if either (a) the cost to repair such damage or, Landlord shall promptly commence and diligently prosecute if replacement is required, to completion replace such Hospital Assets is reasonably likely to exceed Ten Million Dollars ($10,000,000) or (b) the repairs casualty has resulted or is reasonably likely to result in a material disruption to the Building operations at the Hospital or if a material number of beds are removed from service at the Hospital, provided insurance proceeds in either case for a period of greater than thirty (30) consecutive days. If any Hospital Assets material to the operation of the Hospital are available damaged or destroyed prior to fully repair the damage (except that Landlord Closing Date but this Agreement cannot be terminated or is not terminated by Buyer pursuant to this Section 11.12, the parties shall not be required excused from performance hereunder and Buyer shall be obligated to rebuildcomplete the Closing pursuant to the terms (and subject to the conditions) set forth herein. In such an event, repair to the extent that the proceeds of such applicable insurance are not paid to Company, then upon the Closing, MedCath and Seller shall provide reasonable cooperation and assistance to Buyer and Company in seeking the proceeds (or replace the right to the proceeds) of any alterationsapplicable insurance, partitionsincluding without limitation business interruption insurance, fixtureswith respect to such damaged or destroyed Hospital Assets. In addition, additions and other improvements which may have been placed in, on or about the Building by or Company shall be responsible for the benefit ofapplicable deductible on such insurance; provided, however, that the Final Equity Purchase Price payable to Seller shall be reduced by an amount equal to 53.31% of the applicable deductible on such insurance.

Casualty. (a) If the Building should Premises, or the Building, shall be so damaged by fire or destroyed other casualty as to render the Premises untenantable, and if such damage shall be so great that an architect selected by Landlord shall certify in writing to Landlord that the Premises, with the exercise of reasonable diligence, but without the payment of overtime or other premiums cannot be made tenantable within 180 days from the happening of the fire or other casualty, or if the damage shall be such that Landlord's architect shall certify that the Premises can be made tenantable within the 180-day period from the happening of the fire or other casualty, but insurance proceeds are not made available to Landlord for repair of such damage, then Landlord may terminate this Lease, and in the event such fire or other casualty occurs in the final one year of the Term or in the final one year of any Option Term, Tenant shall give immediate written notice to Landlordmay terminate this Lease. Within thirty (30) days after receipt thereofIf neither Landlord or Tenant terminates this Lease as set forth above, then, except as hereinafter provided, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) dayswith reasonable promptness, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, damage so done except that Landlord shall not be required to rebuildrepair, repair replace or replace restore any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about items specified in the Building by or for the benefit first sentence of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of TenantSection 12(b). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects such repairs are not actually completed within 270 days from the happening of the fire or other casualty, Tenant may terminate this Lease within 280 days from the beginning of the fire or other casualty. Until such repair is substantially completed, the Base Rent shall be abated in proportion to terminate the part of the Premises which is unusable by Tenant in the reasonable conduct of its business or profession. There shall be no abatement of Base Rent by reason of any portion of the Premises being unusable for a period of 15 days or less. If the damage is due to the fault or negligence of Tenant or Tenant's employees, agents or invitees, there shall be no abatement of Base Rent. (b) If the Premises, without the fault or negligence of Tenant, shall be damaged by fire or other casualty, but not so as to render them untenantable, Landlord shall cause the damage to be repaired with reasonable promptness and there shall be no abatement of Base Rent or any other amounts due under this Lease. If the fire or other casualty causing damage to the Premises or other parts of the Building shall have been caused by the Tenant, or Tenant's employees, agents or invitees, such damage shall be repaired by Landlord and the amount paid for such repair shall be immediately due from Tenant to Landlord with interest at the Default Rate from the dates of Landlord's payments. (c) If the Building is so damaged by fire or other casualty (although the Premises are unaffected by such fire or other casualty, or if affected, can be repaired within 180 days) that Landlord shall deem it advisable to reconstruct, rebuild or raze the Building, then notwithstanding anything contained herein to the contrary, this lease may be terminated by Landlord as of the date of the occurrence of the fire or other casualty by giving written notice to Tenant of such termination within (30) days after the occurrence of the fire or other casualty. Within ninety (90) days of such notice of termination, Tenant shall surrender to Landlord the Premises and all interest therein under this Lease, and Landlord may re-enter and take possession of the Premises and remove Tenant therefrom. Tenant shall promptly commence Pay Base Rent, and diligently prosecute to completion all other sums payable hereunder, duly apportioned as of the repairs to date of such termination of this, Lease, and Landlord and Tenant shall be free and discharged from all obligations arising hereunder after the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofdate of such termination.

Casualty. (a) If at any time during the Term hereof the Premises shall be damaged or destroyed in whole or in part by fire or other casualty or by the elements, except as hereinafter provided, Landlord, at Landlord's expense to the extent of the available insurance proceeds, shall promptly and with due diligence repair, rebuild and restore the Premises as nearly as practicable to the condition thereof existing immediately prior to such damage or destruction. If the Building should Premises shall be so damaged or destroyed that Tenant cannot carry on its normal business operations in the entire Premises, then Base Rent and additional rent shall abate in proportion to the gr▇▇▇▇ floor area of the Premises not usable for Tenant's normal business operations from the date of such damage or destruction until the Premises are restored. Tenant waives the protection of any law which grants a tenant the right to terminate a lease in the event of the destruction of a leased property, and agrees that the provisions of this paragraph shall govern in the event of any destruction of the Premises. Landlord shall not be required to repair improvements or alterations to the Premises made by Tenant, other than the initial Alterations. (b) Landlord shall have the option to terminate this Lease if all or a substantial portion of the Premises or the Shopping Center is damaged or destroyed by fire or other casualtycasualty or by the elements during the Term, Tenant shall give immediate written notice to Landlord. Within thirty or if more than twenty-five (3025%) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; percent of the ground floor area of the Premises is so damaged or destroyed during the last two (2) in more than thirty years of the Term, or if Landlord does not receive sufficient insurance proceeds to restore the Premises or Shopping Center. This option may be exercised by notice to Tenant within one hundred eighty (30180) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date following occurrence of such noticedamage or destruction. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30c) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required deemed to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or received insurance proceeds for the benefit restoration of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement Premises or Shopping Center until and unless such insurance proceeds are received by Landlord actually delivered to Landlord, and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damageLandlord's mortgagee has, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Buildingwriting, provided insurance proceeds are available to fully repair the damage (except agreed that Landlord shall not be required to rebuild, may use such proceeds for the repair or replace any part and restoration of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on Premises or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancyShopping Center. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. (a) If any of the Building should be Purchased Assets are damaged or destroyed by fire casualty loss during the Interim Period, then the Seller shall promptly, and in any event within five (5) Business Days of such casualty loss, engage an Independent Architect (and, if the Seller does not so engage an Independent Architect, then Buyer may engage an Independent Architect) to prepare a report as to the Restoration Costs and rated capacities of such Purchased Assets (an “Independent Casualty Report”). (b) Subject to Section 6.10(c), if any of the Purchased Assets are damaged or other casualtydestroyed during the Interim Period, Tenant shall give immediate written notice to Landlord. Within thirty then Seller, in its sole discretion, within forty-five (3045) days after receipt thereofof the applicable Independent Casualty Reports, Landlord shall notify Tenant whether elect by written notice to Buyer to either (i) at its sole cost and expense, complete, or cause to be completed, the restoration, repair or replacement of such repairs can Purchased Assets to a condition reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; comparable to their prior condition or (3ii) reduce the amount of the Purchase Price by the aggregate Restoration Cost in more than ninety (90) days from the date respect of such notice. 11.1.1Purchased Assets. Less Than 30 Days. If the Building should be damaged only Subject to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysSection 6.10(c), this Lease shall not terminate and, provided that insurance proceeds are available if Seller elects to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuildrestore, repair or replace such damaged or destroyed Purchased Assets, then the Seller shall restore, repair or replaced such damaged or destroyed Purchased Assets prior to Closing and the Closing Date shall be postponed for the amount of time reasonably necessary to complete such restoration, repair or replacement (provided that, in no circumstance shall the Outside Date be extended unless consented to in writing by the Buyer). Subject to Section 9.1(c), such casualty loss shall not affect the Closing, except with respect to the Closing Date. (c) Notwithstanding Section 6.10(b), if (i) the aggregate Restoration Cost in respect of all damaged or destroyed Purchased Assets is more than an amount equal to $20,000,000 in the aggregate or (ii) any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on damage or about destruction of the Building Purchased Assets prevents the generation of electricity by or for from Purchased Assets having rated capacities of 10 megawatts or more in the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from aggregate, in each case as set forth in the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed Independent Casualty Reports, then Buyer, in more than thirty its sole discretion, within forty-five (3045) days but in less than ninety after receipt of the applicable Independent Casualty Reports, may elect by written notice to Seller to either (90i) daysrequire Seller, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damageat its sole cost and expense, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuildrestore, repair or replace any part such damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition, (ii) reduce the amount of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on Purchase Price by such aggregate Restoration Cost or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days(iii) terminate this Agreement. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party Buyer elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute require Seller to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuildrestore, repair or replace any alterationssuch damaged or destroyed Purchased Assets, partitionsSeller shall complete, fixturesor cause to be completed, additions such restoration, repair or replacement prior to the Closing, and other improvements which may have been placed in, on or about the Building by or Closing Date shall be postponed for the benefit ofamount of time reasonably necessary to complete such restoration, repair or replacement (provided that, in no circumstance shall the Outside Date be extended unless consented to in writing by Buyer). Subject to Section 9.1(c), if Buyer elects to require Seller to restore, repair or replace the damaged or destroyed Purchased Assets or reduce the Purchase Price, such casualty loss shall not affect the Closing, except with respect to the Closing Date. If Buyer does not provide Seller written notice of its election within forty-five (45) days after the date of receipt by the Buyer of the applicable Independent Casualty Reports, Buyer shall be deemed to have elected to terminate this Agreement. (d) For the avoidance of doubt, in the event Seller is required to restore, repair or replace the damaged or destroyed Purchased Assets pursuant to this Section 6.10 and any of the Acquired Companies following Closing receives any insurance proceeds with respect to such casualty event that cover such repair or replacement cost, Seller shall be entitled to be reimbursed by Buyer with such insurance proceeds actually received (net of any costs and expenses incurred in connection with receiving such proceeds, net of any increase to premiums, and net of any deductibles paid or payable) to the extent of the repair or replacement cost paid by Seller and Buyer shall promptly reimburse Seller from such insurance proceeds to the extent of the repair or replacement cost paid by Seller. (e) If any Purchased Assets are damaged or destroyed by casualty loss at any time prior to the Closing and the Independent Casualty Report related to such Purchased Assets is not received by the Buyer at least five (5) Business Days prior to the Closing Date, then the Closing Date shall be postponed to a date that is not earlier than five (5) Business Days after the Buyer has received such Independent Casualty Report (provided that, in no circumstance shall the Outside Date be extended unless consented to in writing by Buyer).

Casualty. If Upon the Building should be occurrence of any material casualty, loss, damage or destruction to the Sale Assets prior to the LMA Commencement Date, Connoisseur Sellers shall promptly give Buyer written notice setting forth in detail the extent of such loss, damage or destruction and the cause thereof if known. Connoisseur Sellers shall use their reasonable efforts promptly (a) to recover any related insurance proceeds, and (b) to commence and thereafter to diligently proceed to repair or replace any such lost, damaged or destroyed by fire property, provided, however, that if Connoisseur Sellers shall have complied with Section 6.1(b)(ii) hereof, then, except as Sellers may otherwise agree in writing, Sellers shall have no obligation to incur any costs or other casualtyexpenses for such repair or replacement beyond collected insurance proceeds. Notwithstanding the terms of this Agreement and the LMA, Tenant Sellers shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more have not fewer than ninety (90) days from after the date occurrence of such notice. 11.1.1. Less Than 30 Days. If loss, damage or destruction to complete the Building should repair or replacement of such lost, damaged or destroyed property, the LMA Commencement Date (or the Closing, if the LMA Commencement Date has not occurred) shall be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysextended, this Lease if necessary, and Buyer shall not have the right to terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to this Agreement during such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysday period on the basis that the conditions set forth in Section 2(b)(i) of the LMA or Article VII of this Agreement are not or will not be satisfied as a result of such loss, then Landlord shall have damage or destruction. If the option of: repair or replacement of any such lost, damaged or destroyed property is not substantially completed on or prior to the ninetieth (190th) terminating the Lease effective upon day after the occurrence of such damageloss, damage or destruction (or, if later, the date upon which the LMA Commencement Date or the Closing would otherwise occur), Buyer may nonetheless elect to commence operations under the LMA or effect the Closing, as applicable (subject to the satisfaction or waiver of the conditions set forth in Section 2(b)(ii) of the LMA or Article VIII of this Agreement, as applicable), in which event event, at the Rent Closing (i) Connoisseur Sellers shall be abated from assign to Buyer the date Tenant vacates portion of the Building; or (2) electing to repair the Building, provided insurance proceeds are available not previously expended by Connoisseur Sellers, up to fully an amount sufficient to permit Buyer to complete the repair the damage (except that Landlord shall not be required to rebuild, or replacement of repair or replace the damaged or destroyed property, and (ii) Buyer shall accept the damaged Sale Assets in their damaged condition. The fact that any part such loss, damage or destruction has occurred shall result in a delay in the commencement of operations under the LMA or the Closing contemplated by this Article XII only if, after giving effect thereto, the condition set forth in Section 2(b)(i)(A) of the alterationsLMA or Section 7.1 of this Agreement, partitionsas applicable, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancynot satisfied. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If In the Building should be damaged event of total or destroyed partial destruction of the Leased Premises by fire or other casualty, Tenant Landlord agrees promptly to restore and repair same; provided, however, Landlord's obligation hereunder shall give immediate written notice be limited to Landlord(a) the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above; and (b) the extent that insurance proceeds are sufficient to restore or repair same. Within thirty Rent shall proportionately ▇▇▇▇▇ during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (30a) so destroyed that they cannot be repaired or rebuilt within one hundred twenty (120) days after receipt thereoffrom the casualty date; (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 are insufficient to rebuild the Leased Premises; then, in case of a clause (a) casualty, either Landlord shall notify or Tenant whether such repairs can reasonably be made: may, or, in the case of a clause (1b) within casualty, then Tenant may, upon thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from ' written notice to the date other party, terminate this Sublease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of such notice. 11.1.1this paragraph. Less Than 30 Days. If the Building should be damaged only Upon termination of this Sublease pursuant to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damageArticle 9, Landlord shall repair refund all Tenant’s prepaid rent, if any, including rent paid for any period during which the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building Leased Premises were unusable by or Tenant for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancyPermitted Use. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If In the Building should be damaged event of any damage to or destroyed destruction of the Leased Premises, by fire or other casualty, which materially and adversely affects Tenant’s use and enjoyment of such Building for the purposes specified in this Lease, then either Landlord or Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereofhave the right, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more no later than ninety (90) days after such party becomes aware of such damage or destruction, to terminate this Lease upon thirty (30) days’ prior written notice to the other, with respect to the Building(s) so affected. In the event of any damage or destruction which is not so extensive, or in the event that neither Landlord nor Tenant elects to terminate this Lease as to any Building pursuant to the preceding sentence, then this Lease shall continue in full force and effect, and Landlord will, to the extent proceeds of insurance are available therefor, repair, restore, rebuild and/or replace the Building(s) and fixtures and building equipment destroyed in such casualty, substantially to the condition they were in immediately prior to such damage or destruction. Any such work shall be done in a good and workmanlike manner and in accordance with all Legal Requirements and the terms and provisions of this Lease. In no event shall Landlord be obligated to incur costs which are not covered by Landlord’s property insurance. In the event Landlord does not commence such repair, restoration or replacement within a reasonable amount of time, but in any event within one hundred sixty (160) days of such casualty, and/or does not pursue the work to completion in a reasonably expeditious manner, Tenant shall give written notice thereof to Landlord, and if Landlord does not thereafter commence or resume such work as required hereunder within five (5) days, Tenant may terminate this Lease, with respect to the Building(s) so affected, Lease by further written notice to Landlord (such termination to be effective upon Landlord’s receipt of such further written notice). Upon any termination of this Lease as to any Building under this Section 13, this Lease shall terminate as to such Building and neither Landlord nor Tenant shall have any further liability to each other hereunder with respect thereto, except for such obligations that are expressly stated to survive the termination hereof. If Tenant so terminates this Lease as to less than all of the Buildings, then the Base Rent shall be reduced to the amount allocated on Exhibit B to the Building(s) that continue to be subject to this Lease after such termination. As to any Building affected by such casualty, from the date of such notice. 11.1.1. Less Than 30 Days. If casualty until completion of the Building should be damaged only to such extent that rebuilding work (or repairs can be reasonably completed within thirty (30) days, until Tenant terminates this Lease shall not terminate andas permitted hereunder), provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Base Rent for such Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from reduced to reflect the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence portion of such damage, in which event the Rent shall be abated from the date Building rendered unusable to Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part as a result of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancysuch casualty. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If the Building should Project shall be damaged or destroyed by fire or other casualty and (i) the risk is covered by insurance carried or required to be carried by Landlord hereunder (whether or not actually maintained by Landlord) and the cost of repairing such damage shall not be greater than fifty percent (50%) of the then full replacement cost thereof, or (ii) the damage results from a risk not covered by insurance maintained or required to be maintained (whether or not actually maintained by Landlord) pursuant to this Lease to an extent less than twenty percent (20%) of the replacement cost of the Project, or (iii) Tenant has the right to terminate this Lease as provided below and does not terminate this Lease, then, subject to the following provisions of this Article, Landlord shall repair the Project (including all leasehold improvements in the Premises) to the condition prior to the casualty. If repairs are not commenced within ninety (90) days of the casualty, diligently prosecuted thereafter, or substantially completed within two hundred seventy (270) days after the commencement of such repairs, Tenant shall give immediate may terminate this Lease by giving written notice to LandlordLandlord or Tenant may restore and offset the costs of restoration, plus interest at the Default Interest Rate, against Rent. Within The Rent required to be paid hereunder shall be abated in proportion to the portions of the Premises, if any, which are rendered untenantable by fire or other casualty hereunder until repairs of the Project are completed, or if the Project are not repaired, until the termination date hereunder. Notwithstanding the foregoing, if the Project is damaged by fire or other casualty to an extent greater than twenty percent (20%) of the then full replacement cost thereof resulting from an act of war, then Landlord shall have the right to terminate this Lease by giving written notice to Tenant. If Landlord fails to give Tenant such written notice within thirty (30) days after receipt following the occurrence of such casualty, then Landlord shall repair the Project as set forth above. If the Project shall be damaged (a) by fire or other casualty not covered by insurance maintained or required to be maintained (whether insured or not) by this Lease to an extent greater than twenty percent (20%) of the replacement cost of the Project, or (b) the damage results from a risk covered by insurance maintained or required to be maintained by this Lease to an extent greater than fifty percent (50%) of the then full replacement cost thereof, Landlord shall notify then Tenant whether may terminate this Lease by giving written notice to Landlord; if Tenant fails to deliver such repairs can reasonably be made: (1) notice within thirty (30) days; days following the occurrence of such casualty, then Landlord shall diligently proceed to repair the Project (2including all leasehold improvements in the Premises) to the condition prior to the casualty, failing which Tenant may terminate this Lease by delivering written notice thereof to Landlord or Tenant may restore and offset the costs of restoration, plus interest at the Default Interest Rate, against Rent. If a casualty damages any portion of the Project which renders any portion of the Premises reasonably impracticable for the conduct of Tenant’s business, and if, in more than the reasonable determination of Landlord which shall be made within thirty (30) days but in less than ninety following the date of the casualty, the damaged property cannot be repaired so as to make the Premises tenantable within two hundred seventy (90) days; or (3) in more than ninety (90270) days from the date of commencement of repairs, then Tenant shall have the right to terminate this Lease by notifying Landlord in writing of such notice. 11.1.1. Less Than 30 Daystermination within sixty (60) days of the casualty. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease is terminated as provided above, all Rent shall not terminate and, provided that insurance proceeds are available be apportioned and paid up to fully repair the damage, Landlord shall repair the Building, except that termination date. Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit personal property of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If (a) Except as provided below, in case of damage to the Building should be damaged or destroyed Premises by fire or other insured casualty, Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify repair the damage. Such repair work shall be commenced promptly following notice of the damage and completed with due diligence, taking into account the time required for Landlord to effect a settlement with and procure insurance proceeds from the insurer, except for delays due to governmental regulation, scarcity of or inability to obtain labor or materials, intervening acts of God or other causes beyond Landlord’s reasonable control. (b) Notwithstanding the foregoing, if (i) the damage is of a nature or extent that, in Landlord’s reasonable judgment (to be communicated to Tenant whether such repairs can reasonably be made: within sixty (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (9060) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only casualty), the repair and restoration work would require more than 210 consecutive days to such extent that rebuilding complete after the casualty (assuming normal work crews not engaged in overtime), or repairs can be reasonably completed within thirty (30ii) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in if more than thirty (30%) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part percent of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit total area of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If extensively damaged, or (iii) the Building should be so damaged that rebuilding or repairs cancasualty occurs in the last Lease Year of the Term and Tenant has not be completed within ninety (90) daysexercised a renewal right, either Landlord or Tenant party may terminate this Lease and all the unaccrued obligations of the parties hereto, by giving sending written notice of such termination to the other within ten (10) days after of Tenant’s receipt of the notice from Landlord regarding described above. Such notice is to specify a termination date no less than fifteen (15) days after its transmission. (c) If the time period insurance proceeds received by Landlord as dictated by the terms and conditions of repair; and this Lease and the Rent shall be abated from the date Tenant vacates any financing then existing on the Building. In , (excluding any rent insurance proceeds) are required to be applied on account of any mortgage which encumbers any part of the event that neither party elects to terminate Premises or Building, or if the nature of loss is not, or would not be, covered by Landlord’s property insurance coverage required under Article 15 of this Lease, Landlord shall promptly commence and diligently prosecute may elect either to completion the repairs to the Building , provided insurance proceeds are available to fully (i) repair the damage as above provided notwithstanding such fact or (except that ii) terminate this Lease by giving Tenant notice of Landlord’s election within thirty (30) days from the date of the casualty. (d) If Landlord has not completed restoration of the Premises within 210 days from the date of casualty (subject to delay due to weather conditions, shortages of labor or materials or other reasons beyond Landlord’s control), Tenant may terminate this Lease by written notice to Landlord within thirty (30) business days following the expiration of such 210 day period (as extended for reasons beyond Landlord’s control as provided above) unless, within thirty (30) business days following receipt of such notice, Landlord has substantially completed such restoration and delivered the Premises to Tenant for occupancy. Notwithstanding the foregoing, if the aforesaid casualty results from the gross negligence or willful misconduct of Tenant, Tenant shall not have the right to terminate this Lease if Landlord is willing to rebuild and restore the Premises. (e) In the event of damage or destruction to the Premises or any part thereof, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be required to rebuild, repair equitably adjusted or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofabated.

Casualty. (a) In the event of a fire or other casualty to the Parking Facility, Tenant shall immediately give written notice thereof to Landlord. If the Building should be Parking Facility is partially destroyed by fire or other casualty so as to render all or any Leased Spaces unusable for their intended purpose, then Basic Rent and all other sums shall ▇▇▇▇▇ equitably thereafter as to the portion of the Leased Spaces rendered unusable until such time as such Leased Spaces are made usable. (b) If any portion of the Parking Facility is damaged or destroyed by fire or other casualty, and if the damage is such that Landlord cannot reasonably be expected to substantially complete the necessary repairs within eighteen (18) months after the date of the casualty, then either Landlord or Tenant shall give immediate written notice have the right to Landlord. Within thirty terminate this Lease. (30c) days after receipt thereof, Landlord shall notify Tenant whether If such repairs damage can reasonably be made: repaired within eighteen (118) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days months from the date of such noticecasualty, then Landlord shall be obligated to repair all such damage caused by the casualty (regardless of the availability of insurance proceeds) in a good and workmanlike manner and with all reasonable diligence. 11.1.1. Less Than 30 Days. If (d) Notwithstanding anything to the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) dayscontrary contained in this Section 9.5, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required obligated to rebuildrebuild the Parking Facility if (i) the Parking Facility is damaged or destroyed (ii) there is a casualty to the American Tobacco Complex and after such casualty there is less than 320,000 square feet in the ▇▇▇▇▇▇, Crowe, Strickland, and ▇▇▇▇ buildings and Bays 4-6 and Bays 8-10, of the Washington Buildings of the American Tobacco complex that is undamaged; and (iii) Tenant does not agree to rebuild and/or repair the American Tobacco Complex such that after such repair or replace any alterations, partitions, fixtures, additions and other improvements rebuilding (which may have been placed in, on or about the Building by or for the benefit must occur within 24 months of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damagecasualty), in which event the Rent shall be abated from the date Tenant vacates the Building; American Tobacco Complex will consist of 320,000 square feet or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancymore. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. 16.1. If there is any damage to or destruction of the Demised Premises, LESSEE shall promptly give notice thereof to LESSOR, describing the nature and extent thereof. 16.2. If the Building should Demised Premises are damaged, but are not thereby rendered partially or wholly untenantable, and this Lease is not terminated pursuant to Section 16.4, 16.5 or 16.6 hereof, LESSOR shall, at its own expense, cause Restoration to be damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can completed as soon as reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days practicable but in less than ninety (90) days; or (3) in more no event later than ninety (90) days from the occurrence, subject to any Excusable Delays, and the Basic Rent and Additional Rent shall not ▇▇▇▇▇. 16.3. If the Demised Premises are damaged or destroyed and are rendered partially or wholly untenantable, and this Lease is not terminated pursuant to Section 16.4, 16.5 or 16.6 hereof, LESSOR shall, at its own expense, cause Restoration to be completed as soon as reasonably practicable but in no event later than one hundred eighty (180) days from the occurrence, subject to any Excusable Delays, and the Basic Rent and Additional Rent shall be equitably abated. 16.4. If, in the sole opinion of LESSOR, the Building is damaged or destroyed and the total cost of Restoration shall amount to twenty percent (20%) or more of the full insurable value of the Building, LESSOR, in lieu of Restoration, may elect to terminate this Lease, provided that notice of such termination shall be sent to LESSEE within sixty (60) days after the occurrence of such casualty. If LESSOR exercises its right to terminate this Lease, this Lease shall cease, terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the date of such noticedamage or destruction. 11.1.1. Less Than 30 Days16.5. If the Building should is damaged or destroyed and, in the sole opinion of LESSOR, more than one hundred eighty (180) days are necessary to complete Restoration, or if during the final year of the Term the Demised Premises are damaged or destroyed and rendered partially or wholly untenantable, then in either case LESSOR may elect to terminate this Lease provided notice of such termination shall be damaged only sent to LESSEE within sixty (60) days after the occurrence of such extent that rebuilding or repairs can be reasonably completed within thirty (30) dayscasualty. If LESSOR exercises its right to terminate this Lease, this Lease shall not cease, terminate andand expire, provided that insurance proceeds are available to fully repair and all Basic Rent and Additional Rent shall be prorated, as of the damage, Landlord shall repair the Building, except that Landlord date of such damage or destruction. 16.6. LESSOR shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about expend for Restoration an amount in excess of the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are Net Award received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Buildingit. In the event the Net Award is not adequate or the holder of an Underlying Encumbrance elects to retain the Net Award, LESSOR shall have the right to terminate this Lease provided notice of such termination shall be sent to LESSEE within sixty (60) days after the amount of such Net Award is ascertained, or after the date on which the holder of the Underlying Encumbrance notifies LESSOR that neither party elects it has elected to retain the Net Award, whichever the case may be. If LESSOR exercises its right to terminate this Lease, Landlord this Lease shall promptly commence cease, terminate and diligently prosecute to completion expire, and all Basic Rent and Additional Rent shall be prorated, as of the repairs to the Building , provided insurance proceeds are available to fully repair the date of such damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofdestruction.

Casualty. If (a) Except as hereinafter provided, if any of the Building should Improvements shall be damaged or destroyed by fire or any other casualtycasualty covered by a standard policy of fire and extended coverage insurance, Tenant as required pursuant to Section 4.5 hereof, Lessee shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly thereafter commence and diligently prosecute to completion, at Lessee's sole expense, the repair or rebuilding of the Improvements or portion thereof which was damaged, in a good and workmanlike manner, in accordance with plans and specifications satisfactory to Lessee and Lessor, which Lessor shall not unreasonably disapprove, provided that the Improvements upon completion of such repair or rebuilding shall have a value which is not substantially less than the repairs value of the Improvements immediately prior to the Building damage or destruction. All proceeds remaining after payment of the costs of collection and recovery, provided insurance proceeds are available if any ("Net Proceeds") shall be paid over to fully Lessee for the sole purpose of funding the costs of repair and rebuilding. Lessee shall be accountable for the Net Proceeds and shall maintain adequate contemporaneous records relating to such repair and rebuilding for the purpose thereof. (b) In the event that either (i) the damage or destruction with respect to any building (except "Building") which is a part of the Improvements is so extensive that Landlord shall it cannot be rebuilt, restored or repaired as required in Section 11.1(a) within one hundred twenty (120) days after such occurrence, as determined by Lessee in its judgment reasonably based upon written professional opinion of licensed engineers, building contractors, inspectors or the like, or (ii) any such damage or destruction occurs during the last two years of the term of this Lease, then Lessee shall have the right to rebuildterminate this Lease with respect to the damaged or destroyed Building, repair but no other part of the Premises, by giving written notice thereof to Lessor within forty-five (45) days after the occurrence of such damage or replace any alterationsdestruction and such termination will be effective retroactively as of the date of such damage or destruction; provided that, partitions, fixtures, additions and other improvements which may have been placed in, on or about if the Building which suffered such damage or destruction is the main hospital building located on Tract 1 of the Premises, then Lessee shall have the right to terminate this Lease by giving written notice thereof to Lessor within forty-five (45) days after the occurrence of such damage or for destruction and such termination will be effective retroactively as of the benefit ofdate of such damage or destruction. In addition, if any Building is materially damaged or destroyed by any casualty not covered by the standard policy of fire and extended coverage insurance, then Lessee may terminate this Lease effective as of the date of such damage or destruction by giving the other party written notice thereof within forty-five (45) days after the occurrence of such damage or

Casualty. (a) Tenant shall give immediate notice to Landlord in case of fire or other casualty in the Premises. If (a) so much of the Building should be is damaged or destroyed rendered untenantable (whether or not the Premises or a portion thereof shall be damaged) by fire or other cause that Landlord shall reasonably determine not to restore the same or to demolish the remainder thereof; or (b) if the Premises shall suffer damage or be rendered untenantable by fire or other casualty and Landlord shall determine (i) that such portion of the Premises cannot be reasonably expected to be restored or rendered tenantable under a normal working schedule within a period of eighteen (18) months after the occurrence of such damage or destruction or (ii) that each Superior Lessor and Superior Mortgagee will not permit Landlord to apply the net proceeds of Landlord's insurance to the restoration of the Building or the Premises, then and in any such event Landlord shall have the right to terminate this Lease by notice to Tenant given within ninety (90) days of the occurrence of such fire or other casualty. If either (y) the Premises shall be totally or substantially damaged or rendered wholly or substantially untenantable (whether or not any other portions of the Building shall be damaged) or (z) the Building shall be substantially damaged, so that Tenant's access to and use and enjoyment of the Premises shall be rendered substantially impossible, whether or not the Premises shall be damaged, and in case of either (y) or (z) Landlord reasonably determines that the same cannot reasonably be expected to be restored or rendered tenantable under a normal working schedule within a period of twelve (12) months after the occurrence of such damage or destruction, then Landlord shall promptly notify Tenant of such fact, and within thirty (30) days thereafter either Landlord or Tenant may terminate this Lease by notice to the other party. If during the last year of the Term the Building or the Premises shall be damaged by fire or casualty, and if such fire or casualty damage, whether to the Premises or the Building, cannot reasonably be expected to be repaired or restored within one hundred eighty (180) days from the time that repair or restoration work would commence or prior to the Expiration Date, whichever first occurs, then Landlord shall promptly notify Tenant of such fact, and Landlord or Tenant shall have the right, by giving notice to the other not later than thirty (30) days thereafter, to terminate this Lease. If either Landlord or Tenant shall give immediate written notice of termination pursuant to Landlord. Within this Section 7.05, the Term shall expire by lapse of time upon the date which is thirty (30) days after receipt such notice is given and Tenant shall vacate the Premises and surrender the same to Landlord. Upon the termination of this Lease under the conditions provided for in this Section 7.05, Tenant's liability for rent shall cease as of the date of such termination, subject, however, to abatement thereof between the date of such casualty and the date of such termination pursuant to Section 7.05(b) below. Tenant hereby expressly waives the provisions of Section 227 of the Real Property Law or any like law which may hereafter be enacted and agrees that the foregoing provisions of this Article shall govern and control in lieu thereof, this Article being an express agreement governing any case of damage or destruction of the Premises by fire or other casualty. (b) If the Building or any portion thereof is damaged by fire or other casualty and this Lease is not terminated pursuant to Section 7.05(a), Landlord, promptly after such damage and the determination of the net amount of insurance proceeds available, shall use due diligence to restore the Premises and the Building as nearly as possible to their condition prior to such fire or other casualty. Notwithstanding the foregoing, Landlord shall notify Tenant whether not be obligated to expend for such repairs can reasonably and restoration any amount in excess of the net insurance proceeds made available to Landlord after deduction therefrom of Landlord's expenses in obtaining such proceeds and any amounts applied by any Superior Lessor or Superior Mortgagee to obligations other than restoration of the Building. In no event shall Landlord be made: obligated to repair or restore any Tenant's work, any Alterations, Tenant's Property or Tenant’s Improvements and Betterments. Where Landlord is obligated or otherwise elects to effect restoration of the Premises, unless such restoration is completed within twelve (112) months from the date of the casualty (such period to be subject, however, to extension where the delay in completion of such work is due to causes beyond Landlord's reasonable control (but in no event beyond eighteen (18) months from the date of the casualty)), Tenant shall have the right to terminate this Lease at any time after the expiration of such 12-month period (as may be extended) but prior to the time that the restoration is substantially completed, such termination to take effect as of the thirtieth (30th) day after such notice is given, with the same force and effect as if such date were the date originally established as the Expiration Date hereof unless, within such thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of day period such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damagerestoration is substantially completed, in which event the Rent case Tenant's notice of termination shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions no force and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; effect and this Lease and the Term shall continue in full force and effect. (c) Until this Lease is terminated pursuant to Section 7.05(a) or the restoration work has been completed pursuant to Section 7.05(b), the Fixed Rent and Tenant's Tax Payment shall be abated apportioned or adjusted according to the part of the Premises which is usable by Tenant. No damages, compensation or claims shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises or of the Building. If rent abates in respect of all or any portion of the Premises and Tenant reoccupies the Premises or such portion, thereof, or any part thereof, for the conduct of Tenant's business operations during the period in which restoration work is taking place and prior to the date that the same is made completely tenantable, the Fixed Rent allocated to the space so reoccupied shall be payable, and Tenant's Tax Share shall increase by the portion thereof allocable to such space, from the date which is five (5) Business Days after notice from Landlord that such space is ready for reoccupancy. Notwithstanding anything in this Section 7.05 to the contrary, if Landlord shall be unable to collect all of the insurance proceeds (including rent insurance proceeds) payable by reason of any damage to the Building or the Premises under Landlord's insurance policies by reason of any action or inaction by Tenant vacates or failure by Tenant to comply with any of the Building. In the event that neither party elects to terminate provisions of this Lease, Landlord shall promptly commence and diligently prosecute then without prejudice to completion any other remedy which may be available against Tenant, the repairs to the Building , abatement of rent provided insurance proceeds are available to fully repair the damage (except that Landlord for in this Section 7.05(c) shall not be required effective to rebuildthe extent of the uncollected insurance proceeds, repair or replace and the amount of any alterations, partitions, fixtures, additions and other improvements which may have been placed in, abatement theretofore taken by Tenant shall be immediately payable to Landlord on or about the Building by or for the benefit ofdemand.

Casualty. If In the event of total or partial destruction of the Building should be damaged or destroyed the Premises or obstruction of access to the Building or Premises by fire or other casualty, Tenant Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Exhibit B, if any. Rent shall proportionately ▇▇▇▇▇ during the time that the Premises or part thereof are unusable because of any such damage to either the Premises or the Building. In the event of total or partial destruction of the Parking Facility or obstruction of access thereto by fire or other casualty, Landlord agrees promptly to restore and repair the Parking Facility (or to cause the same to occur); provided, however, Rent shall not ▇▇▇▇▇ so long as Landlord provides a reasonable alternative for vehicle parking together with transportation to the Building, if reasonably required. Notwithstanding the foregoing, if Landlord determines that the Premises (or the Parking Facility, if no reasonable alternative is provided) are (i) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days from the casualty date; or (ii) destroyed by a casualty that is not covered by the insurance required hereunder (which is not required by Landlord) or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Premises (or the Parking Facility, if applicable), then Landlord shall give immediate written notice to Landlord. Within thirty Tenant of such determination (30the “Casualty Notice”) within sixty (60) days after receipt thereofof such casualty. In case of a clause (i) casualty, either Landlord shall notify or Tenant whether such repairs can reasonably be made: may, or, in the case of a clause (1ii) casualty, then Landlord may, by giving written notice to the other party within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from ’ after Landlord’s delivery of the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysCasualty Notice, terminate this Lease shall not terminate and, provided that insurance proceeds are available with respect to fully repair matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit terms of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancythis paragraph. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If the Building should be Premises or the Project is damaged or destroyed, in whole or in part, by fire or other casualty at any time during the Term and if, after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for substantially the same purpose as Tenant used the Premises prior thereto, and within forty-five (45) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord provides notice to Tenant that the Premises cannot be repaired or rebuilt to the condition which existed immediately prior to such destruction or casualty within two hundred seventy (270) days following the date of such destruction or casualty, then Landlord or Tenant may by written notice to the other within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of the negligence or willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such damage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed to substantially the same extent and for substantially the same purposes as Tenant used the Premises prior thereto. If this Lease is not terminated pursuant to the foregoing, Landlord shall commence such restoration or replacement of the damaged or destroyed portions of the Premises or Project, and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable, and except that the Term shall be extended by a length of time equal to the period beginning on the date of such damage or destruction and ending upon completion of such restoration or replacement. Landlord shall commence such restoration or replacement of the damaged or destroyed portions of the Premises or Project within sixty (60) days after the occurrence of such fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, and Landlord shall notify Tenant whether such repairs can reasonably be made: complete the same as soon as possible thereafter (1) within thirty (30) days; (2) in more than thirty (30) days but in less no event later than ninety two hundred seventy (90) days; or (3) in more than ninety (90270) days from the date of the commencement of such notice. 11.1.1. Less Than 30 Daysrestoration and replacement), Landlord diligently pursuing such restoration or replacement to completion, subject to Force Majeure Events. If the Building should be damaged only either party elects to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysterminate this Lease as provided in this Section, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than which is thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from following the date Tenant vacates of the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that notice of termination. Landlord shall not be required obligated to rebuildrepair any damage to Tenant’s inventory, repair trade fixtures or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant)personal property. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only Notwithstanding anything in this Section to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Leasecontrary, Landlord shall promptly commence and diligently prosecute have no obligation to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace restore the Premises or the Project on account of damage resulting from any alterations, partitions, fixtures, additions and other improvements casualty which may have been placed in, on or about occurs during the Building by or for last twelve (12) months of the benefit ofTerm.

Casualty. If In the Building should event that, at any time during the Term, the Lessee -------- Radio Facilities shall be destroyed or damaged in whole or destroyed by fire in part then Lessee shall, at Lessee's sole cost and expense, cause the same to be repaired, replaced or other casualtyrebuilt. Lessee shall commence such repair, Tenant shall give immediate written notice to Landlord. Within thirty replacement or rebuilding within sixty (3060) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1damage or destruction and shall thereafter diligently and continuously prosecute such repair, replacement or rebuilding to completion. Less Than 30 Days. If In the Building should be event the Lessee Radio Facilities are destroyed or damaged only to such extent that rebuilding in whole or repairs can be reasonably completed within thirty (30) days, in part at any time during the last year of the Term of this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds that, in Lessee's reasonable discretion, the Lessee Radio Facilities are received by Landlord and not usable in their damaged condition for the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If conduct of ▇▇▇▇▇▇'s business, Lessee may, upon written notice to OpCo, terminate this Lease as of the Building should date set forth in such notice [which shall be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in not less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period date of repair; such notice] and this Lease all rentals and the Rent other sums shall be abated from accounted for between OpCo and Lessee as of such date, and Lessee shall immediately remove the date Tenant vacates Lessee Radio Facilities; provided, however, that Lessee shall repair, at its sole cost and expense, any damage to the BuildingPremises or to any improvements caused by such removal. In the event that neither party elects Lessee has not commenced such repair, replacement or rebuilding within sixty (60) days after the date of such damage or destruction, OpCo may, upon written notice to Lessee prior to commencement of such repair, replacement or rebuilding, terminate this LeaseLease as of the date sixty (60) days after such damage or destruction. In the event Lessee fails to complete such repair, Landlord shall promptly commence and diligently prosecute replacement or rebuilding within one hundred twenty (120) days after the date of such damage or destruction, OpCo may, upon written notice to Lessee prior to completion of such repair, replacement or rebuilding, terminate this Lease as of the repairs to the Building date one hundred twenty (120) days after such damage or destruction, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and all rentals and other improvements which may have been placed in, on or about the Building by or sums shall be accounted for the benefit ofbetween OpCo and Lessee as of such date.

Casualty. Section 11.01. If the Building should be is damaged or destroyed by fire fire, explosion, the elements or other casualtyotherwise during the Term so as to render the Demised Building wholly untenantable or unfit for Tenant’s use, Tenant shall give immediate written or should the Demised Building be so badly injured that the same cannot be repaired within one hundred and eighty (180) days from the happening of such injury, then, and in such case, the Term hereby created shall, at the option of either Landlord or Tenant, terminate upon the giving of a notice of termination, such notice to Landlord. Within be given within thirty (30) days after receipt thereofof such damage or destruction. Notwithstanding anything in the preceding sentence to the contrary, in the event that the Building is damaged or destroyed by fire, explosion, the elements or otherwise as a result of the negligence or willful misconduct of Tenant or its agents, employees or invitees, Tenant shall not be entitled to terminate the Lease. If a notice of termination is given, the Term of this Lease shall terminate effective as of the date of such damage or destruction, and Tenant shall immediately surrender the Demised Building and all Tenant’s interest therein to Landlord, and pay Basic Rent and Additional Rent only to the time of such damage or destruction, and Landlord may re-enter and repossess the Demised Building discharged from this Lease and may remove all parties therefrom. Landlord shall have no obligation to repair or restore Tenant’s improvements. If neither Landlord nor Tenant terminates the Lease, Landlord shall notify commence and diligently repair the same provided that the insurance proceeds so received are adequate to restore the Demised Building and Rent (Basic Rent and Additional Rent) shall ▇▇▇▇▇ during any period during which Tenant whether such repairs can reasonably cannot use all or a part of the Demised Premises, in proportion to the interference with Tenant’s use thereof In no event shall Landlord shall have any obligation to repair or restore Tenant’s personal property or Tenant’s alterations or improvements to the Demised Premises. Section 11.02. Should the Demised Building be made: rendered untenantable and unfit for occupancy, but yet be repairable within one hundred and eighty (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90180) days from the date happening of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) dayssaid injury, this Lease shall not terminate andLandlord will, provided that the insurance proceeds so received are available adequate to fully restore the Demised Premises, enter and commence and diligently repair the damagesame and Rent shall ▇▇▇▇▇ during any period during which Tenant cannot use all or a part of the Demised Premises, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only in proportion to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2interference with Tenant’s use thereof. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then In no event shall Landlord shall have any obligation to repair or restore Tenant’s personal property or Tenant’s alterations or improvements to the option of:Demised Premises. (1) terminating Section 11.03. Tenant shall immediately notify Landlord in case of fire or other damage to the Lease effective upon Demised Premises. Notwithstanding anything to the occurrence of such damagecontrary herein, in which the event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If damaged or destroyed by fire, water or explosion as a result of the Building should be so damaged that rebuilding gross negligence or repairs canwillful misconduct of Tenant, its agents, representatives, contractors or employees, Tenant shall not be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding have the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects right to terminate this Leasethe Lease as provided in Section 11.01, Landlord and such action shall promptly commence and diligently prosecute to completion constitute an event of default on the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofpart of Tenant.

Casualty. If In the Building should be damaged event of any loss, damage, or destroyed destruction to the -------- Improvements or the Personal Property after the date hereof and prior to the Closing by fire or other casualtycasualty (a "Casualty") which is not a Major Casualty Seller shall promptly notify Buyer of the occurrence thereof. In the event of such Casualty, Tenant at the Seller's sole option, Seller shall give immediate written notice have the right to Landlord. Within (i) repair and restore the loss, damage or destruction before or after the Closing, in which event (a) Seller shall cause the Improvements and/or Personal Property to be restored to substantially the condition in which they existed immediately prior to the Casualty, (b) Seller shall be entitled, but not obligated, in Seller's sole discretion, to postpone the Closing for up to thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date upon written notice of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only postponement to Buyer, which notice shall specify a new date for Closing hereunder, and (c) if such extent that rebuilding or repairs can be reasonably repair and restoration work is not completed within thirty (30) daysat Closing, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord Buyer shall have the option of: right to withhold payment of the estimated cost of repair and restoration for such Facility, which shall be paid promptly upon completion of the repair and restoration work, or (1ii) terminating without repairing the Lease effective upon Casualty, and without recourse or warranty, assign to Buyer at the occurrence Closing all of such damageSeller's right, title, and interest, if any, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing and to repair the Building, provided all insurance proceeds are available payable with respect to fully repair the damage (except that Landlord shall not be required to rebuildCasualty, repair or replace any part and pay Buyer the amount of the alterationsdeductible (or the self-insured retainage) under Seller's insurance policy, partitions, fixtures, additions whereupon the Closing shall take place as if no Casualty had occurred and other improvements which may have been placed in, on or about without any reduction in the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancyPurchase Price. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If all or a part of the Building should Premises shall be damaged or destroyed by fire casualty ("CASUALTY"), subject to the provisions of Paragraph 15, (i) Tenant shall, with reasonable promptness and diligence, rebuild, replace and repair any damage or other casualtydestruction to the Premises, at its expense, in conformity with the requirements of Paragraph 11 (as if such work were Alterations) in such manner as to restore the same to the same or better condition and equivalent or better value, as nearly as reasonably practicable, as existed immediately prior to such casualty and (ii) there shall be no abatement or reduction whatsoever of Basic Rent or Additional Rent. If the estimated cost of rebuilding, replacing and repairing any damage or destruction to the Premises caused by a Casualty, as reasonably determined by Tenant, shall exceed $10,000,000, Tenant shall give immediate promptly notify Landlord thereof. In the event of a Casualty which results in damage or destruction to the Premises which Tenant reasonably estimates will cost $10,000,000 or more to rebuild, replace and repair and which occurs within the last two (2) years of the Term, Landlord or Tenant may, by written notice to Landlord. Within thirty the other given within sixty (3060) days after receipt thereoffollowing such Casualty, Landlord shall notify elect that Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, replace and repair any damage or replace any alterationsdestruction caused by such Casualty (such notice being a "RESTORATION WAIVER"). In the event Landlord gives Tenant a Restoration Waiver and provided an Event of Default does not then exist, partitions, fixtures, additions and other improvements which Tenant may have been placed in, on or about the Building render such Restoration Waiver ineffective by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only giving to Landlord an Extension Notice with respect to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should next remaining Extended Term, if any then remains, such Extension Notice to be damaged only to such extent that rebuilding or repairs can be reasonably completed given, notwithstanding any contrary notice period specified in more than Paragraph 4, within thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence following -16- receipt by Tenant of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the BuildingLandlord's Restoration Waiver. In the event that neither party elects Tenant gives an Extension Notice pursuant to terminate this Subparagraph 13(a) (that is, following receipt of a Landlord's Restoration Waiver), then (1) notwithstanding any contrary provision in Paragraph 4, the Term shall be deemed extended for the subject Extended Term at the Basic Rent set forth in EXHIBIT 5, and (2) Tenant shall not thereafter be entitled to withdraw its Extension Notice for any reason whatsoever. In the event Landlord or Tenant gives a Restoration Waiver (other than a Landlord's Restoration Waiver which is rendered ineffective pursuant to this Paragraph 13(a)), (A) Tenant shall assign and release to Landlord all insurance proceeds payable in respect of such Casualty and pay to Landlord the amount of any deductibles; and (B) Tenant shall pay Basic Rent and Additional Rent and otherwise comply with the terms of this Lease through the expiration of the Term of this Lease, Landlord . This Lease shall promptly commence terminate and diligently prosecute Tenant shall vacate the Premises on the expiration date of the Term. The obligations of Tenant under this Paragraph 13 shall survive the expiration or earlier termination of the Term with respect to completion the repairs any Casualty which occurs prior to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair such expiration or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofearlier termination.

Casualty. Section 14.1 If (a) the Building should be Premises is damaged or destroyed by fire or other casualty, or (b) the Building (including any Building system) is damaged by fire or other casualty so that Tenant is deprived of reasonable access to the Premises or any part of the Premises, or the Premises or any part of the Premises, is unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises, Tenant shall give immediate written prompt notice to Landlord. Within thirty Subject to the provisions of this Article (30a) days after receipt thereofLandlord shall, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) daysat ▇▇▇▇▇▇▇▇’s expense, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, excluding the damage to Tenant’s Work or Tenant’s Property and (b) Tenant shall, at Tenant’s expense, promptly remove ▇▇▇▇▇▇’s Property from the Premises to the extent required by Landlord in connection with Landlord’s repair of the damage. Until the repairs to be performed by Landlord are substantially completed, the Rent shall repair be reduced in proportion to the Building, except that Landlord area of the Premises to which Tenant shall not be required have reasonable access or which is unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises. Section 14.2 If the cost of repairing any damage to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by fire or for other casualty exceeds 25 percent of the benefit replacement cost of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to as reasonably estimated by a reputable contractor, architect or engineer selected by Landlord, then, whether or not the extent rental abatement insurance proceeds Premises are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysdamaged, then Landlord shall have the option of:right, by notice to Tenant within 60 days following the date of the damage, to terminate this lease, provided Landlord simultaneously terminates all other leases in the Building which under the circumstances may then be terminated by Landlord. If this lease is terminated pursuant to this Section, the Term shall expire on the 30th 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). Section 14.3 If a fire or other casualty results in the reduction of Rent pursuant to Section 14.1 with respect to 50 percent or more of the Premises, Landlord shall, within 30 days following the fire or other casualty, deliver to Tenant an estimate by a reputable contractor, architect or engineer selected by Landlord of the time required to substantially complete the repair of the Premises. If (1a) terminating the Lease estimate exceeds one year following the fire or other casualty (or the remaining Term is less than one year) and (b) there is then no Default, Tenant shall have the right, by notice to Landlord within 15 days following the date Tenant receives the estimate, to terminate this lease effective upon the occurrence date which is 60 days following the date of such damageits notice, in which event Tenant shall pay the Rent shall be abated from to the date Tenant vacates of termination (or the Building; date of the fire or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except other casualty for that Landlord shall not be required to rebuild, repair or replace any part of the alterationsPremises with respect to which the Rent is reduced pursuant to Section 14.1), partitionsand the Term shall expire on that date. Section 14.4 If (a) this lease is not terminated as provided in this Article, fixtures(b) the repair required by this Article to be performed by Landlord is not substantially complete one year following the fire or other casualty (or, additions if Section 14.3 applies, within the period set forth in the estimate), and (c) there is then no Default. Tenant shall have the right, by notice to Landlord within 10 days following the end of that period, to terminate this lease effective the date which is 30 days following the date of its notice, in which event Tenant shall pay the Rent to the date of termination (or the date of the fire or other improvements casualty for that part of the Premises with respect to which may have been placed inthe Rent is reduced pursuant to Section 14.1), and the Term shall expire on that date. Section 14.5 This Article constitutes an express agreement governing any damage to or about destruction of the Premises or the Building by fire or for other casualty, and Section 227 of the benefit Real Property Law of Tenant). The Rent payable hereunder the State of New York, and any other similar Law shall be abated proportionately from the date Tenant vacates the Building only have no application to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancya fire or other casualty. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If the Building should be damaged or destroyed by fire (a) Landlord will provide notice to Tenant of any casualty or other casualtyharm affecting the Property within forty-eight (48) hours of the casualty or other harm. If any part of the Communication Facility or the Structure is damaged by casualty or other harm not caused directly by Tenant, its employees, agents or contractors (“Tenant shall give immediate Parties”), as to render the Premises unsuitable, in Tenant’s sole determination, then Tenant may terminate this Agreement by providing written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably which termination will be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from effective as of the date of such noticecasualty 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 on a pro-rata basis. 11.1.1. Less Than 30 Days. If (b) Notwithstanding Section 19(a), if Tenant Parties, or any of them, directly caused damage to the Building should be damaged Structure and/or the Premises, and Landlord elects to restore or repair the Structure and/or the Premises, then Tenant shall reimburse Landlord for the costs to restore or repair the damage to the Structure and/or the Premises, as the case may be, but only to such the extent that rebuilding such damage was caused directly by Tenant Parties, or repairs can be reasonably completed within thirty any of them. (30c) daysIn the event Tenant Parties, this Lease shall or any of them, did not terminate anddirectly cause damage to the Structure and/or the Premises, and if Landlord elects in Landlord’s sole determination to restore or repair the Structure, then Landlord will make reasonable efforts to restore and repair the Premises to a condition comparable with which existed immediately prior to the occurrence of the casualty or other harm at Landlord’s sole cost, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required responsible to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace restore any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy’s Communication Facility. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90d) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects Tenant is unable to operate the Communication Facility in the Premises due to a casualty or other harm to the Structure not caused directly by Tenant Parties, or any of them, then Landlord may elect to provide a comparable location on the Property or in a nearby location owned or controlled by Landlord for Tenant to install and operate a temporary communication facility until the Premises are restored or repaired and Tenant’s Communication Facility has returned to full operation in the Premises in the ordinary course of Tenant’s business. If Landlord is unable to provide a comparable location for Tenant’s temporary communication facility, and Landlord intends to restore or repair the Structure containing the Premises, then in lieu of electing to terminate this LeaseAgreement pursuant to Section 19(a) above, Tenant may elect to keep this Agreement in effect, and Rent shall fully ▇▇▇▇▇ until such date as the Premises are restored or repaired and Tenant’s Communication Facility has returned to full operation in the Premises in the ordinary course of Tenant’s business. If Landlord elects to and is able to provide a comparable location for Tenant to install and operate a temporary communication facility as provided herein, such relocation, construction, and operation of Tenant’s temporary communication facility shall promptly commence comply with all applicable City permits and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofapproval standards.

Casualty. (a) If prior to the Building should be Subsequent Closing, the Property is damaged or destroyed by fire or other casualty, Tenant the Contributor’s Representative shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereofpromptly, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety any event within five (905) days; or Business Days and prior to the Subsequent Closing, notify the Partnership of the same (3) in more than ninety (90) days from the date of such notice. 11.1.1. Less Than 30 Days“Casualty Notice”). If the Building should cost of restoring the damage to the Property is less than One Hundred Thousand Dollars ($100,000.00), the Partnership shall be damaged only obligated to acquire the Interests notwithstanding the occurrence of the damage or destruction and upon the Subsequent Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or the Contributed Entity as a result of any such damage or destruction plus (in the case of damage) the amount of the deductible portion of the applicable Person’s insurance policy and the Contributor shall cause the applicable Person to assign to the Partnership all rights to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease insurance proceeds as shall not terminate andhave been collected prior to the Subsequent Closing. (b) If the cost of restoring the damage to the Property is One Hundred Thousand Dollars ($100,000.00) or more, provided that insurance proceeds are available to fully repair the Partnership may elect within fifteen (15) Business Days of its receipt of the Casualty Notice, together with the documented estimated costs of restoring the damage, Landlord shall repair and the BuildingSubsequent Closing Date shall, except that Landlord shall not if necessary, be required extended to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about give the Building by or for Partnership the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates entire fifteen (15) Business Day period, either (x) to terminate this Agreement by notifying the Building only to Contributor in writing whereupon the extent rental abatement insurance proceeds are received by Landlord Contributor and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord Partnership shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the option of: termination of this Agreement, or (1y) terminating to consummate the Lease effective upon transactions contemplated hereby, notwithstanding the occurrence of the damage or destruction and upon the Subsequent Closing, the Partnership shall receive a credit against the Agreed Contribution Value in the amount (net of collection costs and costs of repair reasonably incurred by the Contributor and not then reimbursed) of any insurance proceeds collected and retained by the Contributor or the Contributed Entity as a result of any such damage or destruction or otherwise denied to the Partnership by the insurance provider plus (in the case of damage, in which event ) the Rent amount of the deductible portion of the applicable Person’s insurance policy and the Contributor shall cause the applicable Person to assign to the Partnership all rights to such insurance proceeds as shall not have been collected prior to the Subsequent Closing. Failure of the Partnership to give such notice within the time prescribed above shall be abated from deemed an election by the date Tenant vacates the Building; or Partnership to proceed in accordance with clause (2x) electing to repair the Building, provided insurance proceeds are available to fully repair the damage above. (except that Landlord shall not be required to rebuild, repair or replace any part c) The risk of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only loss to the extent rental abatement insurance proceeds are received by Landlord and Property shall pass to the Building is unfit for occupancyPartnership upon the Initial Closing. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90d) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects of a disagreement between the Contributor’s Representative and the Partnership as to terminate whether a casualty satisfies a threshold set forth in this LeaseSection 2.4, Landlord shall promptly commence and diligently prosecute to completion the repairs determination of the independent insurance adjuster pursuant to the Building , provided applicable Person’s casualty insurance proceeds are available to fully repair policy covering the damage (except that Landlord Property shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofbinding.

Casualty. If the Building should Premises or the Project is damaged or destroyed, in whole or in part, by fire or other casualty at any time during the Term and if, after such damage or destruction. Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for substantially the same purpose as Tenant used the Premises prior thereto, and within forty-five (45) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord provides notice to Tenant that the Premises cannot be repaired or rebuilt to the condition which existed immediately prior to such destruction or casualty within one hundred eighty (180) days following the date of such destruction or casualty, then Landlord or Tenant may by written notice to the other within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of the negligence or willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such damage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed to substantially the same extent and for substantially the same purposes as Tenant used the Premises prior thereto. If this Lease is not terminated pursuant to the foregoing. Landlord shall restore or replace the damaged or destroyed portions of the Premises or Project, and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable, and except that the Term shall be extended by a length of time equal to the period beginning on the date of such damage or destruction and ending upon completion of such restoration or replacement. Landlord shall restore or replace the damaged or destroyed portions of the Premises or Project within a reasonable time, subject to Force Majeure Events and the availability of insurance proceeds. If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate on the date which is thirty (30) days following the date of the notice of termination. Landlord shall not be obligated to repair any damage to Tenant’s inventory, trade fixtures or other personal property. If the Premises or any portion of the Project are damaged or destroyed by fire or other casualtycasualty caused by the willful misconduct of Tenant, its employees, agents, contractors, or invitees, then any repair or restoration of the Premises by Landlord pursuant to the terms of this Section shall be at Tenant’s sole cost and expense. Notwithstanding anything in this Section to the contrary. Landlord shall have no obligation to repair or restore the Premises or the Project on account of damage resulting from any casualty which occurs during the last twelve (12) months of the Term provided that Landlord give Tenant shall give immediate written notice of its intent not to Landlord. Within thirty repair within forty-five (3045) days after receipt thereoffollowing the date of the Casualty. Notwithstanding anything set forth herein to the contrary, in the event that Landlord shall notify Tenant whether such repairs can reasonably be made: fails to restore the Premises as required hereunder with one hundred eighty (1) within thirty (30) days; (2) in more than thirty (30180) days but in less than ninety (90) days; or (3) in more than ninety (90) days from following the date of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) daysCasualty, then Landlord Tenant shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects right to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of.

Casualty. If In the Building should event that the Premises shall be totally destroyed or shall be damaged by fire or other casualty to the extent that the same shall not be reasonably tenantable by Tenant, either party, may elect to cancel this Lease as of the time of the damage to, or destruction of, the Premises, whereupon Tenant shall be relieved from the payment of any rental accruing thereafter. In the event that the Premises shall be partially destroyed or damaged by fire or other casualty to the extent that the same shall be reasonably tenantable by Tenant as mutually agreed to by the Parties, or if the Premises are totally destroyed and Landlord does not elect to cancel this Lease pursuant to the preceding sentence, then Landlord shall restore the Premises by repairs or reconstruction, in which event the amount of rental payable hereunder shall be abated for the period of Landlord’s repairs in proportion to the amount of the Premises which shall be untenantable by Tenant, unless such fire or other casualty was caused in whole or in part by Tenant, its agents, employees, contractors, consultants, licensees or invitees, in which event Tenant shall be obligated to continue paying rental accruing thereafter. As used herein, the term “casualty” means fire, hurricane, flood, tornado, rain, wind, sinkhole or other act of God, regardless of whether the same reasonably could be foreseen; riot, civil commotion or other acts of a public enemy, war, terrorism and theft, vandalism or other criminal or tortious acts of third parties. Repairs or reconstruction by Landlord shall be completed in a commercially reasonably period. In the event that the Premises shall be rendered wholly untenantable by fire or other casualty, the Landlord shall be entitled to the proceeds of all applicable insurance maintained by Landlord, and may, at its option, (a) terminate this Lease by giving Tenant shall give immediate written notice to Landlord. Within thereof within thirty (30) days from the date of said damage or destruction, or (b) repair or replace the Premises to substantially the same condition as prior to the damage or destruction. If the Landlord fails to commence to repair the damage or destruction within forty-five (45) days from the date of such damage or destruction, or if the Premises shall not have been substantially replaced or repaired within one hundred eighty (180) days after receipt thereofthe date of such damage or destruction. Tenant may at its option, terminate this Lease by giving written notice to Landlord within fifteen (15) days after Landlord’s failure to commence or substantially complete said repairs within the applicable time period. The rent herein required to be paid shall a▇▇▇▇ during the period of such untenantability. If the Premises shall be damaged in part by fire or other casualty, but still remain partially tenantable, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) repair the Premises to substantially the same condition as prior to the damage. Landlord shall commence repair of the damage or destruction within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of occurrence. During the period of such notice. 11.1.1repairs and restorations, this Lease shall continue in full force and effect, and Tenant shall be required to pay the rent herein reserved, abated by the percentage of area of the Leased Premises destroyed as compared to the total area of the Leased Premises. Less Than 30 Days. If Landlord Tenant Initials Initials In the Building should be damaged only event that any damage or destruction occurs during the last twelve (12) months of the Lease Term or the renewal term, if any, to the extent of fifty percent (50%) or more of the insurable value of the Premises, Landlord may elect to terminate this Lease by giving notice of such extent that rebuilding or repairs can be reasonably completed election to Tenant within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damagedays after such damage or destruction. In such event, Landlord shall repair receive the Buildingproceeds of the Landlord’s insurance policies without obligation to rebuild or restore the Premises, except that Landlord and Tenant shall not execute any waiver which may be required to rebuild, repair of it by any insurer or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancyLandlord. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of

Casualty. If In the event the Premises or the Building should be damaged is destroyed or destroyed injured by fire fire, earthquake or other casualtycasualty to the extent that more than one-third (1/3) of the Premises are untenantable, Tenant shall give immediate then Lessee may terminate this Lease by providing written notice thereof to LandlordLessor within thirty (30) days following such casualty. Within If Lessee does not terminate this Lease pursuant to the foregoing sentence, Lessor may, at Lessor’s option, proceed with reasonable diligence to rebuild and restore the said Premises or such part thereof as may be injured as aforesaid, provided that within thirty (30) days after receipt thereofsuch destruction or injury Lessor will notify Lessee of Lessor’s intention to do so, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from and during the date period of such notice. 11.1.1. Less Than 30 Days. If rebuilding and restoration the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder rent shall be abated proportionately from on the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part portion of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building Premises that is unfit for occupancy. 11.1.3. Greater Than 90 DaysDuring 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 premises leased hereunder. Notwithstanding the foregoing, Lessor shall be obligated to restore any casualty loss required to be insured against hereunder if such restoration can be completed in less than one-hundred twenty (120) days. If any damage is not substantially restored within 120 days following the Building should be so damaged that rebuilding or repairs casualty and Lessee cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding reasonably conduct its business in any material portion of the time period of repair; and this Lease and Premises in accordance with its usual business operations. Lessee shall have the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects right to terminate this Lease, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Building , provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of.

Casualty. 12.1 If (a) the Building should be Premises is damaged or destroyed by fire or other casualty, or (b) the Building (including any Building System) is damaged by fire or other casualty so that Tenant is deprived of reasonable access to the Premises or any part of the Premises, or the Premises or any part of the Premises, is unusable by Tenant for the reasonable conduct of Tenant’s normal business in the Premises, Tenant shall give immediate written prompt notice to Landlord. Within Subject to the provisions of this Article 12, (a) Landlord shall, at Landlord’s expense, repair the damage, excluding, the damage to Tenant’s Work or Tenant’s Property and (b) Tenant shall, at Tenant’s expense, promptly remove Tenant’s Property from the Premises to the extent required by Landlord in connection with Landlord’s repair of the damage. Until the repairs to be performed by Landlord are substantially completed, 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 reasonable conduct of Tenant’s normal business in the Premises. 12.2 If the cost of repairing any damage to the Building by fire or other casualty exceeds twenty-five percent (25%) of the replacement cost of the Building as reasonably estimated by a reputable contractor, architect or engineer selected by Landlord, then, whether or not the Premises are damaged, Landlord shall have the right, by notice to Tenant within sixty (60) days following the date of the damage, to terminate this lease, provided Landlord simultaneously terminates all other leases in the Building under which 12.3 If a fire or other casualty results in the reduction of Rent pursuant to Section 12.1 with respect to fifty percent (50%) or more of the Premises, Landlord shall, within thirty (30) days after receipt thereoffollowing the fire or other casualty, deliver to Tenant, an estimate by a reputable contractor, architect or engineer elected by Landlord shall notify Tenant whether such repairs can reasonably be made: of the time required to substantially complete the repair of the Premises. If (a) the estimate exceeds six (6) months following the fire or the casualty (or the remaining Term is less than one (1) year) and (b) there is then no Default, Tenant shall have the right, by notice to Landlord, within thirty fifteen (30) days; (2) in more than thirty (3015) days but in less than ninety following the date Tenant receives the estimate, to terminate this lease effective on the date which is sixty (90) days; or (3) in more than ninety (9060) days from following the date of such its notice, in which event, Tenant shall pay the Rent to the date of termination (or the date of the fire or other casualty for that part of that Premises with respect to which the Rent is reduced pursuant to Section 12.1) and the Term shall expire on that date. 11.1.1. Less Than 30 Days. 12.4 If (a) this lease is not terminated as provided in this Article 12, (b) the Building should repair required by this Article 12 to be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received performed by Landlord is not substantially complete six (6) months following the fire or casualty (or, if Section 12.3 applies, within the period set forth in the estimate), and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30c) days but in less than ninety (90) daysthere is then no Default, then Landlord Tenant shall have the option of: (1) terminating the Lease effective upon the occurrence of such damageright, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing by notice to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy. 11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding following the time period end of repair; and this Lease and the Rent shall be abated from the date Tenant vacates the Building. In the event that neither party elects period, to terminate this Leaselease effect the date which is thirty (30) days following the date of its notice, Landlord in which event Tenant shall promptly commence and diligently prosecute to completion pay the repairs Rent to the Building date of termination (or the date of the fire or other casualty for that part of the Premises with respect to which the Rent is reduced pursuant to Section 12.1), provided insurance proceeds are available to fully repair and the Term shall expire on that date. 12.5 This Article 12 constitutes an express agreement governing any damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on destruction of the Premises or about the Building by fire or for other casualty, and Section 227 of the benefit ofReal Property Law of the State of New York, and any other similar Law shall have no application to a fire or other casualty.

Casualty. Except as provided in Section 3.1 of this -------- ----------- Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Properties by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If any of the Building should Kalamazoo Improvements or the Farmington Improvements shall be destroyed or damaged prior to the Closing, and if either the estimated cost of repair or destroyed replacement exceeds One Million Dollars ($1,000,000.00) or the damage results in the termination of either of the Leases, Buyer may, by fire or other casualty, Tenant shall give immediate written notice given to Landlord. Within thirty Seller within twenty (3020) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days of written notice from the date Seller of such notice. 11.1.1. Less Than 30 Days. If the Building should be damaged only damage or destruction, elect to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, terminate this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy. 11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of: (1) terminating the Lease effective upon the occurrence of such damageAgreement, in which event the Rent Deposit shall immediately be returned to Buyer and the rights, duties, obligations, and liabilities of all Parties hereunder shall immediately terminate and be of no further force or effect, except for the indemnity obligations of the Parties that expressly survive the termination of this Agreement. If Buyer does not elect to terminate this Agreement pursuant to this Section 7.2, or has no right to terminate this ----------- Agreement (because the damage or destruction does not exceed $1,000,000.00 and has not resulted in the termination of either of the Leases), and the sale of the Property is consummated, Buyer shall be abated from entitled to receive all insurance proceeds (subject to any rights of Lessee under the Leases to such proceeds) paid or payable to Seller or the Companies by reason of such destruction or damage under the insurance (less amounts of insurance theretofore received and applied by Seller or the Companies to costs actually incurred for restoration). Neither Seller nor the Companies shall settle or release any damage or destruction claims without obtaining Buyer's prior written consent in each case. All said insurance proceeds received by Seller or the Companies by the date Tenant vacates of Closing shall be paid by Seller to Buyer at Closing, together with the Building; or (2) electing amount necessary to repair cover any difference between the Building, provided insurance amount of such proceeds are available to fully repair and the damage (except that Landlord shall not be required to rebuild, estimated cost of repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only replacement to the extent rental abatement such amount is not paid or obligated to be paid by Lessee under the applicable Lease. In addition, at Closing, Seller shall pay over to Buyer, and assign to Buyer, all proceeds of any rent loss insurance proceeds are received by Landlord and for the Building is unfit for occupancy. 11.1.3. Greater Than 90 Daysperiod of time commencing on the date of Closing. If the Building should be so damaged that rebuilding amount of said casualty or repairs canrent loss insurance proceeds is not be completed within ninety (90) days, either Landlord or Tenant may terminate settled by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the date Tenant vacates of Closing, Seller shall cooperate with Buyer in order that Buyer shall receive all of Seller's or the Building. In the event that neither party elects to terminate this LeaseCompanies' right, Landlord shall promptly commence title, and diligently prosecute to completion the repairs to the Building , provided interest in and under such insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit ofproceeds.